x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
|
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06-0247840
|
(State of incorporation)
|
|
|
(I.R.S. Employer Identification No.)
|
|
123 Main Street, Bristol, Connecticut
|
|
|
06010
|
|
(Address of Principal Executive Office)
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|
|
(Zip Code)
|
Title of each class
|
|
Name of each exchange on which registered
|
Common Stock, $0.01 Par Value
|
|
New York Stock Exchange
|
Large accelerated filer
x
|
|
Accelerated filer
o
|
Non-accelerated filer
o
|
|
Smaller reporting company
o
|
|
|
Emerging growth company
¨
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Page
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Part I
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|
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Item 1.
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 2.
|
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Item 3.
|
||
Item 4.
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||
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Part II
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Item 5.
|
||
Item 6.
|
||
Item 7.
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||
Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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||
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Part III
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Item 10.
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||
Items 11-14.
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||
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Part IV
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Item 15.
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||
Item 16.
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1.
|
Build a World-class Company Focused on High Margin, High Growth Businesses
- We pro-actively manage our business portfolio with a focus on multiple platforms and market channels, in end-markets where projected long-term growth and favorable macro-economic trends are present. By doing so, we expect to create superior value for our key stakeholders - our shareholders, customers, employees and the communities in which we operate.
|
2.
|
Leverage the Barnes Enterprise System (“BES”) as a Significant Competitive Advantage
- BES is our integrated operating system that promotes a culture of employee engagement and empowerment and drives alignment across the organization around a common vision. BES standardizes our business processes to allow us to achieve commercial, operational and financial excellence in everything we do.
|
3.
|
Expand and Protect Our Core Intellectual Property to Deliver Differentiated Solutions
- Driven by a passion for innovation, we embrace intellectual property as a core differentiator to create proprietary products, processes and systems. Through our Global Innovation Forum, we foster an environment that generates great ideas and shares best practices across the enterprise to maximize our collective strengths and create economies of scale in the development and commercialization of new and innovative products and services.
|
4.
|
Effectively Allocate Capital to Drive Top Quartile Total Shareholder Return
- We strive to be good custodians of our shareholders’ capital and to drive maximum shareholder value. We do so by investing in our core businesses to fund profitable, organic growth and by employing a disciplined capital allocation process in the strategic acquisitions we undertake.
|
(1)
|
As used in this annual report, “Company,” “Barnes Group,” “we” and “ours” refer to the registrant and its consolidated subsidiaries except where the context requires otherwise, and “Industrial” and “Aerospace” refer to the registrant’s segments, not to separate corporate entities.
|
Number of Facilities - Owned
|
||||||||
|
|
|
|
|
|
|
|
|
Location
|
|
Industrial
|
|
Aerospace
|
|
Other
|
|
Total
|
|
|
|
|
|
|
|
|
|
Manufacturing:
|
|
|
|
|
|
|
|
|
North America
|
|
5
|
|
5
|
|
0
|
|
10
|
Europe
|
|
10
|
|
0
|
|
0
|
|
10
|
Asia
|
|
1
|
|
0
|
|
0
|
|
1
|
Central and Latin America
|
|
2
|
|
0
|
|
0
|
|
2
|
|
|
18
|
|
5
|
|
0
|
|
23
|
Non-Manufacturing:
|
|
|
|
|
|
|
|
|
North America
|
|
0
|
|
0
|
|
1*
|
|
1
|
Europe
|
|
2
|
|
0
|
|
0
|
|
2
|
|
|
2
|
|
0
|
|
1
|
|
3
|
Number of Facilities - Leased
|
||||||||
|
|
|
|
|
|
|
|
|
Location
|
|
Industrial
|
|
Aerospace
|
|
Other
|
|
Total
|
|
|
|
|
|
|
|
|
|
Manufacturing:
|
|
|
|
|
|
|
|
|
North America
|
|
4
|
|
6
|
|
0
|
|
10
|
Europe
|
|
4
|
|
0
|
|
0
|
|
4
|
Asia
|
|
4
|
|
5
|
|
0
|
|
9
|
|
|
12
|
|
11
|
|
0
|
|
23
|
Non-Manufacturing:
|
|
|
|
|
|
|
|
|
North America
|
|
8
|
|
1
|
|
1**
|
|
10
|
Europe
|
|
26
|
|
1
|
|
0
|
|
27
|
Asia
|
|
24
|
|
0
|
|
0
|
|
24
|
Central and Latin America
|
|
3
|
|
0
|
|
0
|
|
3
|
|
|
61
|
|
2
|
|
1
|
|
64
|
(a)
|
Market Information
|
|
|
2018
|
||||||||||
|
|
Low
|
|
High
|
|
Dividends
|
||||||
Quarter ended March 31
|
|
$
|
57.93
|
|
|
$
|
69.41
|
|
|
$
|
0.14
|
|
Quarter ended June 30
|
|
52.42
|
|
|
63.79
|
|
|
0.16
|
|
|||
Quarter ended September 30
|
|
58.09
|
|
|
72.70
|
|
|
0.16
|
|
|||
Quarter ended December 31
|
|
49.06
|
|
|
71.84
|
|
|
0.16
|
|
|
|
2017
|
||||||||||
|
|
Low
|
|
High
|
|
Dividends
|
||||||
Quarter ended March 31
|
|
$
|
45.47
|
|
|
$
|
51.97
|
|
|
$
|
0.13
|
|
Quarter ended June 30
|
|
49.31
|
|
|
60.74
|
|
|
0.14
|
|
|||
Quarter ended September 30
|
|
57.70
|
|
|
70.84
|
|
|
0.14
|
|
|||
Quarter ended December 31
|
|
61.06
|
|
|
72.87
|
|
|
0.14
|
|
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
BGI
|
|
$100.00
|
|
$97.80
|
|
$94.68
|
|
$128.58
|
|
$173.21
|
|
$148.25
|
S&P 600
|
|
$100.00
|
|
$105.74
|
|
$103.62
|
|
$131.03
|
|
$148.27
|
|
$135.63
|
Russell 2000
|
|
$100.00
|
|
$104.90
|
|
$100.27
|
|
$121.60
|
|
$139.39
|
|
$124.02
|
(c)
|
Issuer Purchases of Equity Securities
|
Period
|
|
Total Number
of Shares (or Units)
Purchased
|
|
Average Price
Paid Per Share
(or Unit)
|
|
Total Number of
Shares (or Units)
Purchased as Part of
Publicly Announced
Plans or Programs
|
|
Maximum Number of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
(2)
|
|||||
October 1-31, 2018
|
|
1,992
|
|
|
$
|
69.55
|
|
|
—
|
|
|
1,479,806
|
|
November 1-30, 2018
|
|
308
|
|
|
$
|
58.41
|
|
|
—
|
|
|
1,479,806
|
|
December 1-31, 2018
|
|
1,656
|
|
|
$
|
53.69
|
|
|
—
|
|
|
1,479,806
|
|
Total
|
|
3,956
|
|
(1)
|
$
|
62.05
|
|
|
—
|
|
|
|
(1)
|
All acquisitions of equity securities during the fourth quarter of
2018
were the result of the operation of the terms of the Company's stockholder-approved equity compensation plans and the terms of the equity rights granted pursuant to those plans to pay for the related income tax upon issuance of shares. The purchase price of a share of stock used for tax withholding is the market price on the date of issuance.
|
(2)
|
The program was publicly announced on October 20, 2011 (the "2011 Program") authorizing repurchase of up to 5.0 million shares of common stock. At December 31, 2015, 1.1 million shares of common stock had not been purchased under the 2011 Program. On February 10, 2016, the Board of Directors of the Company increased the number of shares authorized for repurchase under the 2011 Program by 3.9 million shares of common stock (5.0 million authorized, in total). The 2011 Program permits open market purchases, purchases under a Rule 10b5-1 trading plan and privately negotiated transactions.
|
|
2018
(5)(6)
|
|
2017
(7)(8)(9)
|
|
2016
(7)(10)
|
|
2015
(7)(11)
|
|
2014
(7)
|
||||||||||
Per common share
(1)
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
3.18
|
|
|
$
|
1.10
|
|
|
$
|
2.50
|
|
|
$
|
2.21
|
|
|
$
|
2.20
|
|
Diluted
|
3.15
|
|
|
1.09
|
|
|
2.48
|
|
|
2.19
|
|
|
2.16
|
|
|||||
Net income
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
3.18
|
|
|
1.10
|
|
|
2.50
|
|
|
2.21
|
|
|
2.16
|
|
|||||
Diluted
|
3.15
|
|
|
1.09
|
|
|
2.48
|
|
|
2.19
|
|
|
2.12
|
|
|||||
Dividends declared and paid
|
0.62
|
|
|
0.55
|
|
|
0.51
|
|
|
0.48
|
|
|
0.45
|
|
|||||
Stockholders’ equity (at year-end)
|
23.44
|
|
|
23.61
|
|
|
21.72
|
|
|
20.94
|
|
|
20.40
|
|
|||||
Stock price (at year-end)
|
53.62
|
|
|
63.27
|
|
|
47.42
|
|
|
35.39
|
|
|
37.01
|
|
|||||
For the year
(in thousands)
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
1,495,889
|
|
|
$
|
1,436,499
|
|
|
$
|
1,230,754
|
|
|
$
|
1,193,975
|
|
|
$
|
1,262,006
|
|
Operating income
|
231,764
|
|
|
206,451
|
|
|
194,296
|
|
|
183,542
|
|
|
181,167
|
|
|||||
As a percent of net sales
|
15.5
|
%
|
|
14.4
|
%
|
|
15.8
|
%
|
|
15.4
|
%
|
|
14.4
|
%
|
|||||
Income from continuing operations
|
$
|
166,186
|
|
|
$
|
59,415
|
|
|
$
|
135,601
|
|
|
$
|
121,380
|
|
|
$
|
120,541
|
|
As a percent of net sales
|
11.1
|
%
|
|
4.1
|
%
|
|
11.0
|
%
|
|
10.2
|
%
|
|
9.6
|
%
|
|||||
Net income
|
$
|
166,186
|
|
|
$
|
59,415
|
|
|
$
|
135,601
|
|
|
$
|
121,380
|
|
|
$
|
118,370
|
|
As a percent of net sales
|
11.1
|
%
|
|
4.1
|
%
|
|
11.0
|
%
|
|
10.2
|
%
|
|
9.4
|
%
|
|||||
As a percent of average stockholders’ equity
(2)
|
13.5
|
%
|
|
4.7
|
%
|
|
11.6
|
%
|
|
10.7
|
%
|
|
10.3
|
%
|
|||||
Depreciation and amortization
|
$
|
94,238
|
|
|
$
|
90,150
|
|
|
$
|
80,154
|
|
|
$
|
78,242
|
|
|
$
|
81,395
|
|
Capital expenditures
|
57,273
|
|
|
58,712
|
|
|
47,577
|
|
|
45,982
|
|
|
57,365
|
|
|||||
Weighted average common shares outstanding – basic
|
52,304
|
|
|
54,073
|
|
|
54,191
|
|
|
55,028
|
|
|
54,791
|
|
|||||
Weighted average common shares outstanding – diluted
|
52,832
|
|
|
54,605
|
|
|
54,631
|
|
|
55,513
|
|
|
55,723
|
|
|||||
Year-end financial position
(in thousands)
|
|
|
|
|
|
|
|
|
|
||||||||||
Working capital
|
$
|
448,286
|
|
|
$
|
452,960
|
|
|
$
|
306,609
|
|
|
$
|
359,038
|
|
|
$
|
323,306
|
|
Goodwill
|
955,524
|
|
|
690,223
|
|
|
633,436
|
|
|
587,992
|
|
|
594,949
|
|
|||||
Other intangible assets, net
|
636,538
|
|
|
507,042
|
|
|
522,258
|
|
|
528,322
|
|
|
554,694
|
|
|||||
Property, plant and equipment, net
|
370,531
|
|
|
359,298
|
|
|
334,489
|
|
|
308,856
|
|
|
299,435
|
|
|||||
Total assets
|
2,808,970
|
|
|
2,365,716
|
|
|
2,137,539
|
|
|
2,061,866
|
|
|
2,073,885
|
|
|||||
Long-term debt and notes payable
|
944,016
|
|
|
532,596
|
|
|
500,954
|
|
|
509,906
|
|
|
504,734
|
|
|||||
Stockholders’ equity
|
1,203,056
|
|
|
1,260,321
|
|
|
1,168,358
|
|
|
1,127,753
|
|
|
1,111,793
|
|
|||||
Debt as a percent of total capitalization
(3)
|
44.0
|
%
|
|
29.7
|
%
|
|
30.0
|
%
|
|
31.1
|
%
|
|
31.2
|
%
|
|||||
Statistics
|
|
|
|
|
|
|
|
|
|
||||||||||
Employees at year-end
(4)
|
5,908
|
|
|
5,375
|
|
|
5,036
|
|
|
4,735
|
|
|
4,515
|
|
(1)
|
Income from continuing operations and net income per common share are based on the weighted average common shares outstanding during each year. Stockholders’ equity per common share is calculated based on actual common shares outstanding at the end of each year.
|
(2)
|
Average stockholders' equity is calculated based on the month-end stockholders equity balances between
December 31, 2017
and
December 31, 2018
(13-month average).
|
(3)
|
Debt includes all interest-bearing debt and total capitalization includes interest-bearing debt and stockholders’ equity.
|
(4)
|
The number of employees at each year-end includes employees of continuing operations and excludes prior employees of discontinued operations.
|
(5)
|
During 2018, the Company completed the acquisitions of IGS and Gimatic. The results of IGS and Gimatic, from their acquisitions on July 23, 2018 and October 31, 2018, respectively, have been included within the Company's Consolidated Financial Statements for the period ended December 31, 2018.
|
(6)
|
Effective January 1, 2018, the Company adopted amended guidance related to revenue recognition. See Notes 1 and 3 of the Consolidated Financial Statements.
|
(7)
|
During 2018, the Company adopted amended guidance relating to the presentation of pension and other postretirement benefit costs, requiring that other components of expense (other than service expense) be reported separately outside of operating income. The amended guidance was applied retrospectively for the presentation of the service cost component and the other components of net periodic benefit cost in the Consolidated Statements of Income during 2017, 2016, 2015 and 2014. See Note 1 of the Consolidated Financial Statements.
|
(8)
|
During 2017, the Company completed the acquisition of the assets of the Gammaflux business. The results of Gammaflux, from the acquisition on April 3, 2017, have been included within the Company's Consolidated Financial Statements for the period ended December 31, 2017.
|
(9)
|
During 2017, the Company recorded the effects of the U.S. Tax Reform, resulting in tax expense of $96.7 million, or $1.79 per basic share ($1.77 per diluted share). See Note 14 of the Consolidated Financial Statements.
|
(10)
|
During 2016, the Company completed the acquisition of FOBOHA. The results of FOBOHA, from the acquisition on August 31, 2016, have been included within the Company's Consolidated Financial Statements for the period ended December 31, 2016.
|
(11)
|
During 2015, the Company completed the acquisitions of Thermoplay and Priamus. The results of Thermoplay and Priamus, from their acquisitions on August 7, 2015 and October 1, 2015, respectively, have been included within the Company's Consolidated Financial Statements for the period ended December 31, 2015.
|
•
|
Build a world-class Company focused on high margin, high growth businesses
|
•
|
Leverage the Barnes Enterprise System ("BES") as a significant competitive advantage
|
•
|
Expand and protect our core intellectual property to deliver differentiated solutions
|
•
|
Effectively allocate capital to drive top quartile total shareholder returns.
|
•
|
Cultivate a culture of innovation and build upon intellectual property to drive growth
|
•
|
Enhance our talent management system to recruit, develop and retain an engaged and empowered workforce.
|
($ in millions)
|
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|
2016
|
|||||||||
Industrial
|
|
$
|
994.7
|
|
|
$
|
973.9
|
|
|
$
|
20.8
|
|
|
2.1
|
%
|
|
$
|
824.2
|
|
Aerospace
|
|
501.2
|
|
|
462.6
|
|
|
38.5
|
|
|
8.3
|
%
|
|
406.5
|
|
||||
Total
|
|
$
|
1,495.9
|
|
|
$
|
1,436.5
|
|
|
$
|
59.4
|
|
|
4.1
|
%
|
|
$
|
1,230.8
|
|
($ in millions)
|
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|
2016
|
|||||||||
Cost of sales
|
|
$
|
963.5
|
|
|
$
|
943.8
|
|
|
$
|
19.7
|
|
|
2.1
|
%
|
|
$
|
788.7
|
|
% sales
|
|
64.4
|
%
|
|
65.7
|
%
|
|
|
|
|
|
64.1
|
%
|
||||||
Gross profit
(1)
|
|
$
|
532.4
|
|
|
$
|
492.7
|
|
|
$
|
39.6
|
|
|
8.0
|
%
|
|
$
|
442.0
|
|
% sales
|
|
35.6
|
%
|
|
34.3
|
%
|
|
|
|
|
|
35.9
|
%
|
||||||
Selling and administrative expenses
|
|
$
|
300.6
|
|
|
$
|
286.3
|
|
|
$
|
14.3
|
|
|
5.0
|
%
|
|
$
|
247.7
|
|
% sales
|
|
20.1
|
%
|
|
19.9
|
%
|
|
|
|
|
|
20.1
|
%
|
||||||
Operating income
|
|
$
|
231.8
|
|
|
$
|
206.5
|
|
|
$
|
25.3
|
|
|
12.3
|
%
|
|
$
|
194.3
|
|
% sales
|
|
15.5
|
%
|
|
14.4
|
%
|
|
|
|
|
|
15.8
|
%
|
(1)
|
Sales less cost of sales
|
•
|
Deemed Repatriation Transition Tax:
The Act taxes certain unrepatriated earnings and profits (“E&P”) of our foreign subsidiaries. In order to calculate the Transition Tax we determined, along with other information, the amount of our accumulated post 1986 E&P for our foreign subsidiaries, as well as the non-U.S. income tax paid by those subsidiaries on such E&P. We were capable of reasonably estimating the Transition Tax and recorded a provisional Transition Tax liability of $86.7 million as of December 31, 2017. The U.S. Treasury issued the interpretive guidance in 2018, which provided additional guidance to assist companies in calculating the one-time Transition Tax. The Company has completed the accounting and recorded a final Transition Tax of $86.9 million. The U.S. Treasury issued Final Regulations in January 2019, applicable prospectively, and the Company determined that the Regulations do not impact the final Transition Tax expense recorded.
|
•
|
Reduction of U.S. Federal Corporate tax rate:
The Act reduced the U.S. Corporate income tax rate from 35% to 21%, effective January 1, 2018. Our U.S. companies remained in a net deferred tax asset position as of December 31, 2017, and, as a result of the Corporate rate reduction, we originally reduced our deferred tax assets by $4.2 million, with a corresponding adjustment to net deferred tax expense for the year ended December 31, 2017. The Company filed the 2017 Federal Corporate Tax Return in October 2018 and claimed additional tax deductions subject to the 35% tax rate, which reduced the related tax expense from $4.2 million to $3.4 million.
|
•
|
State Taxation of unrepatriated earnings and profits
: As a result of the Transition Tax, the Company originally recorded income as if the earnings had been repatriated, also recognizing that income may be subject to additional taxation at the state level. We were able to reasonably estimate the state taxation of these earnings and recorded a provisional expense of $1.4 million as of December 31, 2017. Throughout 2018, various states issued guidance related to calculating the tax impacts of the Act, as well as clarifications describing how States would tax income arising from the application of provisions within the Act. As a result of the recent guidance, the Company reduced the tax expense related to the impact of the Act from $1.4 million to $0.6 million.
|
•
|
Indefinite Reinvestment Assertion:
Under accounting standards (ASC 740) a deferred tax liability is not recorded for the excess of the tax basis over the financial reporting (book) basis of an investment in a foreign subsidiary if the
|
•
|
Valuation Allowances:
The Company was required to assess whether its valuation allowance analysis was affected by various components of the Act, including the deemed mandatory repatriation of foreign income for the Transition Tax, future GILTI inclusions and changes to the NOL and FTC rules. The Company determined that there was no requirement to adjust or create additional valuation allowances nor release existing valuation allowances as a result of the Act.
|
(in millions, except per share)
|
|
2018
|
|
2017
|
|
Change
|
|
% Change
|
|
2016
|
|||||||||
Net income
|
|
$
|
166.2
|
|
|
$
|
59.4
|
|
|
$
|
106.8
|
|
|
NM
|
|
|
$
|
135.6
|
|
Net income per common share:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Basic
|
|
$
|
3.18
|
|
|
$
|
1.10
|
|
|
$
|
2.08
|
|
|
NM
|
|
|
$
|
2.50
|
|
Diluted
|
|
$
|
3.15
|
|
|
$
|
1.09
|
|
|
$
|
2.06
|
|
|
NM
|
|
|
$
|
2.48
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Basic
|
|
52.3
|
|
|
54.1
|
|
|
(1.8
|
)
|
|
(3.3
|
)%
|
|
54.2
|
|
||||
Diluted
|
|
52.8
|
|
|
54.6
|
|
|
(1.8
|
)
|
|
(3.2
|
)%
|
|
54.6
|
|
($ in millions)
|
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|
2016
|
|||||||||
Sales
|
|
$
|
994.7
|
|
|
$
|
973.9
|
|
|
$
|
20.8
|
|
|
2.1
|
%
|
|
$
|
824.2
|
|
Operating profit
|
|
130.4
|
|
|
122.8
|
|
|
7.6
|
|
|
6.1
|
%
|
|
131.8
|
|
||||
Operating margin
|
|
13.1
|
%
|
|
12.6
|
%
|
|
|
|
|
|
16.0
|
%
|
($ in millions)
|
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|
2016
|
|||||||||
Sales
|
|
$
|
501.2
|
|
|
$
|
462.6
|
|
|
$
|
38.5
|
|
|
8.3
|
%
|
|
$
|
406.5
|
|
Operating profit
|
|
101.4
|
|
|
83.6
|
|
|
17.8
|
|
|
21.2
|
%
|
|
62.5
|
|
||||
Operating margin
|
|
20.2
|
%
|
|
18.1
|
%
|
|
|
|
|
|
15.4
|
%
|
($ in millions)
|
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|
2016
|
|||||||||
Operating activities
|
|
$
|
237.2
|
|
|
$
|
203.9
|
|
|
$
|
33.3
|
|
|
16.3
|
%
|
|
$
|
217.6
|
|
Investing activities
|
|
(493.2
|
)
|
|
(68.0
|
)
|
|
(425.1
|
)
|
|
NM
|
|
|
(179.5
|
)
|
||||
Financing activities
|
|
215.6
|
|
|
(63.8
|
)
|
|
279.3
|
|
|
NM
|
|
|
(53.3
|
)
|
||||
Exchange rate effect
|
|
(4.1
|
)
|
|
6.7
|
|
|
(10.9
|
)
|
|
NM
|
|
|
(2.3
|
)
|
||||
(Decrease) increase in cash
|
|
$
|
(44.6
|
)
|
|
$
|
78.8
|
|
|
$
|
(123.4
|
)
|
|
NM
|
|
|
$
|
(17.5
|
)
|
|
2018
|
||
Net income
|
$
|
166.2
|
|
Add back:
|
|
||
Interest expense
|
16.8
|
|
|
Income taxes
|
41.3
|
|
|
Depreciation and amortization
|
94.2
|
|
|
Adjustment for non-cash stock based compensation
|
12.3
|
|
|
Adjustment for acquired businesses
|
20.0
|
|
|
Amortization of Gimatic and IGS acquisition inventory step-ups
|
5.6
|
|
|
Due diligence and transaction expenses
|
5.4
|
|
|
Other adjustments
|
3.2
|
|
|
Consolidated EBITDA, as defined within the Amended Credit Agreement
|
$
|
365.1
|
|
|
|
||
Consolidated Senior Debt, as defined, as of December 31, 2018
|
$
|
944.0
|
|
Ratio of Consolidated Senior Debt to Consolidated EBITDA
|
2.59
|
|
|
Maximum
|
3.50
|
|
|
Consolidated Total Debt, as defined, as of December 31, 2018
|
$
|
944.0
|
|
Ratio of Consolidated Total Debt to Consolidated EBITDA
|
2.59
|
|
|
Maximum
|
4.25
|
|
|
Consolidated Cash Interest Expense, as defined, as of December 31, 2018
|
$
|
27.1
|
|
Ratio of Consolidated EBITDA to Consolidated Cash Interest Expense
|
13.45
|
|
|
Minimum
|
4.25
|
|
($ in millions)
|
|
Total
|
|
Less than
1 Year
|
|
1-3
Years
|
|
3-5
Years
|
|
More than
5 Years
|
|||||||||||
Long-term debt obligations
(1)
|
|
$
|
941.9
|
|
|
$
|
5.8
|
|
|
$
|
2.8
|
|
|
$
|
832.3
|
|
|
$
|
101.0
|
|
|
Estimated interest payments under long-term obligations
(2)
|
|
99.9
|
|
|
20.6
|
|
|
40.9
|
|
—
|
|
27.2
|
|
|
11.1
|
|
|||||
Operating lease obligations
|
|
38.8
|
|
|
11.9
|
|
|
14.2
|
|
|
5.0
|
|
|
7.7
|
|
||||||
Purchase obligations
(3)
|
|
223.5
|
|
|
189.8
|
|
|
30.6
|
|
|
3.1
|
|
|
—
|
|
||||||
Expected pension contributions
(4)
|
|
4.7
|
|
|
4.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Expected benefit payments – other postretirement benefit plans
(5)
|
|
26.6
|
|
|
3.5
|
|
|
6.4
|
|
|
5.6
|
|
|
11.1
|
|
||||||
Long-term U.S. Tax Reform obligations
(6)
|
|
73.0
|
|
|
—
|
|
|
13.9
|
|
|
20.0
|
|
|
39.1
|
|
||||||
Total
|
|
$
|
1,408.3
|
|
|
$
|
236.4
|
|
|
$
|
108.8
|
|
|
$
|
893.1
|
|
|
$
|
170.0
|
|
(1)
|
Long-term debt obligations represent the required principal payments under such agreements.
|
(2)
|
Interest payments under long-term debt obligations have been estimated based on the borrowings outstanding and market interest rates as of December 31, 2018.
|
(3)
|
The amounts do not include purchase obligations reflected as current liabilities on the consolidated balance sheet. The purchase obligation amount includes all outstanding purchase orders as of the balance sheet date as well as the minimum contractual obligation or termination penalty under other contracts.
|
(4)
|
The amount included in “Less Than 1 Year” reflects anticipated contributions to the Company’s various pension plans. Anticipated contributions beyond one year are not determinable.
|
(5)
|
Amounts reflect anticipated benefit payments under the Company’s various other postretirement benefit plans based on current actuarial assumptions. Expected benefit payments do not extend beyond 2028. See Note 12 of the Consolidated Financial Statements.
|
(6)
|
Amounts reflect anticipated long-term payments related to the Tax Cuts and Jobs Act that was enacted on December 22, 2017. Payments are allowed over an eight-year period. See Note 14 of the Consolidated Financial Statements. The amount payable in 2019 is included within accrued liabilities on the Consolidated Balance Sheets.
|
|
|
2018
|
|
2017
|
||||
Net income
|
|
$
|
166.2
|
|
|
$
|
59.4
|
|
Add back:
|
|
|
|
|
||||
Interest expense
|
|
16.8
|
|
|
14.6
|
|
||
Income taxes
|
|
41.3
|
|
|
136.3
|
|
||
Depreciation and amortization
|
|
94.2
|
|
|
90.2
|
|
||
EBITDA
|
|
$
|
318.6
|
|
|
$
|
300.4
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net sales
|
|
$
|
1,495,889
|
|
|
$
|
1,436,499
|
|
|
$
|
1,230,754
|
|
Cost of sales
|
|
963,524
|
|
|
943,779
|
|
|
788,727
|
|
|||
Selling and administrative expenses
|
|
300,601
|
|
|
286,269
|
|
|
247,731
|
|
|||
|
|
1,264,125
|
|
|
1,230,048
|
|
|
1,036,458
|
|
|||
Operating income
|
|
231,764
|
|
|
206,451
|
|
|
194,296
|
|
|||
Interest expense
|
|
16,841
|
|
|
14,571
|
|
|
11,883
|
|
|||
Other expense (income), net
|
|
7,428
|
|
|
(3,819
|
)
|
|
(208
|
)
|
|||
Income before income taxes
|
|
207,495
|
|
|
195,699
|
|
|
182,621
|
|
|||
Income taxes
|
|
41,309
|
|
|
136,284
|
|
|
47,020
|
|
|||
Net income
|
|
$
|
166,186
|
|
|
$
|
59,415
|
|
|
$
|
135,601
|
|
Per common share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
3.18
|
|
|
$
|
1.10
|
|
|
$
|
2.50
|
|
Diluted
|
|
$
|
3.15
|
|
|
$
|
1.09
|
|
|
$
|
2.48
|
|
Dividends
|
|
$
|
0.62
|
|
|
$
|
0.55
|
|
|
$
|
0.51
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
||||||
Basic
|
|
52,304,190
|
|
|
54,073,407
|
|
|
54,191,013
|
|
|||
Diluted
|
|
52,831,606
|
|
|
54,605,298
|
|
|
54,631,313
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net income
|
$
|
166,186
|
|
|
$
|
59,415
|
|
|
$
|
135,601
|
|
Other comprehensive (loss) income, net of tax
|
|
|
|
|
|
||||||
Unrealized gain (loss) hedging activities, net of tax (1)
|
673
|
|
|
299
|
|
|
(342
|
)
|
|||
Foreign currency translation adjustments, net of tax (2)
|
(50,017
|
)
|
|
83,404
|
|
|
(48,367
|
)
|
|||
Defined benefit pension and other postretirement benefits, net
of tax (3)
|
(15,426
|
)
|
|
10,726
|
|
|
(8,867
|
)
|
|||
Total other comprehensive (loss) income, net of tax
|
(64,770
|
)
|
|
94,429
|
|
|
(57,576
|
)
|
|||
Total comprehensive income
|
$
|
101,416
|
|
|
$
|
153,844
|
|
|
$
|
78,025
|
|
|
|
December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Assets
|
|
|
|
|
||||
Current assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
100,719
|
|
|
$
|
145,290
|
|
Accounts receivable, less allowances (2018 – $5,010; 2017 – $5,143)
|
|
382,253
|
|
|
348,943
|
|
||
Inventories
|
|
265,990
|
|
|
241,962
|
|
||
Prepaid expenses and other current assets
|
|
57,184
|
|
|
32,526
|
|
||
Total current assets
|
|
806,146
|
|
|
768,721
|
|
||
Deferred income taxes
|
|
20,474
|
|
|
12,161
|
|
||
Property, plant and equipment, net
|
|
370,531
|
|
|
359,298
|
|
||
Goodwill
|
|
955,524
|
|
|
690,223
|
|
||
Other intangible assets, net
|
|
636,538
|
|
|
507,042
|
|
||
Other assets
|
|
19,757
|
|
|
28,271
|
|
||
Total assets
|
|
$
|
2,808,970
|
|
|
$
|
2,365,716
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
||||
Current liabilities
|
|
|
|
|
||||
Notes and overdrafts payable
|
|
$
|
2,137
|
|
|
$
|
5,669
|
|
Accounts payable
|
|
143,419
|
|
|
127,521
|
|
||
Accrued liabilities
|
|
206,782
|
|
|
181,241
|
|
||
Long-term debt – current
|
|
5,522
|
|
|
1,330
|
|
||
Total current liabilities
|
|
357,860
|
|
|
315,761
|
|
||
Long-term debt
|
|
936,357
|
|
|
525,597
|
|
||
Accrued retirement benefits
|
|
104,302
|
|
|
89,000
|
|
||
Deferred income taxes
|
|
106,559
|
|
|
73,505
|
|
||
Long-term tax liability
|
|
72,961
|
|
|
79,770
|
|
||
Other liabilities
|
|
27,875
|
|
|
21,762
|
|
||
Commitments and contingencies (Note 21)
|
|
|
|
|
||||
Stockholders’ equity
|
|
|
|
|
||||
Common stock – par value $0.01 per share
|
|
|
|
|
||||
Authorized: 150,000,000 shares
|
|
|
|
|
||||
Issued: at par value (2018 – 63,367,133 shares; 2017 – 63,034,240 shares)
|
|
634
|
|
|
630
|
|
||
Additional paid-in capital
|
|
470,818
|
|
|
457,365
|
|
||
Treasury stock, at cost (2018 – 12,033,580 shares; 2017 – 9,656,369 shares)
|
|
(441,668
|
)
|
|
(297,998
|
)
|
||
Retained earnings
|
|
1,363,772
|
|
|
1,206,723
|
|
||
Accumulated other non-owner changes to equity
|
|
(190,500
|
)
|
|
(106,399
|
)
|
||
Total stockholders’ equity
|
|
1,203,056
|
|
|
1,260,321
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
2,808,970
|
|
|
$
|
2,365,716
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Operating activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
166,186
|
|
|
$
|
59,415
|
|
|
$
|
135,601
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
94,238
|
|
|
90,150
|
|
|
80,154
|
|
|||
Loss (gain) on disposition of property, plant and equipment
|
|
71
|
|
|
(246
|
)
|
|
(349
|
)
|
|||
Stock compensation expense
|
|
12,158
|
|
|
12,279
|
|
|
11,493
|
|
|||
Effect of U.S. Tax Reform on deferred tax assets
|
|
—
|
|
|
4,152
|
|
|
—
|
|
|||
Changes in assets and liabilities, net of the effects of acquisitions:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
(10,960
|
)
|
|
(50,082
|
)
|
|
(23,057
|
)
|
|||
Inventories
|
|
(12,369
|
)
|
|
(173
|
)
|
|
1,989
|
|
|||
Prepaid expenses and other current assets
|
|
(2,890
|
)
|
|
(4,241
|
)
|
|
569
|
|
|||
Accounts payable
|
|
12,489
|
|
|
12,018
|
|
|
11,778
|
|
|||
Accrued liabilities
|
|
(580
|
)
|
|
14,439
|
|
|
15,825
|
|
|||
Deferred income taxes
|
|
(18,876
|
)
|
|
3,589
|
|
|
(2,210
|
)
|
|||
Long-term retirement benefits
|
|
1,632
|
|
|
(16,349
|
)
|
|
(15,492
|
)
|
|||
Long-term tax liability
|
|
(6,809
|
)
|
|
79,770
|
|
|
—
|
|
|||
Other
|
|
2,909
|
|
|
(801
|
)
|
|
1,345
|
|
|||
Net cash provided by operating activities
|
|
237,199
|
|
|
203,920
|
|
|
217,646
|
|
|||
Investing activities:
|
|
|
|
|
|
|
||||||
Proceeds from disposition of property, plant and equipment
|
|
1,374
|
|
|
2,594
|
|
|
780
|
|
|||
Capital expenditures
|
|
(57,273
|
)
|
|
(58,712
|
)
|
|
(47,577
|
)
|
|||
Business acquisitions, net of cash acquired
|
|
(430,487
|
)
|
|
(8,922
|
)
|
|
(128,613
|
)
|
|||
Component Repair Program payments
|
|
—
|
|
|
—
|
|
|
(4,100
|
)
|
|||
Revenue Sharing Program payments
|
|
(5,800
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
|
(1,000
|
)
|
|
(3,000
|
)
|
|
—
|
|
|||
Net cash used in investing activities
|
|
(493,186
|
)
|
|
(68,040
|
)
|
|
(179,510
|
)
|
|||
Financing activities:
|
|
|
|
|
|
|
||||||
Net change in other borrowings
|
|
(5,145
|
)
|
|
(25,304
|
)
|
|
8,375
|
|
|||
Payments on long-term debt
|
|
(433,904
|
)
|
|
(73,161
|
)
|
|
(321,506
|
)
|
|||
Proceeds from the issuance of long-term debt
|
|
841,036
|
|
|
129,118
|
|
|
303,277
|
|
|||
Proceeds from the issuance of common stock
|
|
1,131
|
|
|
2,408
|
|
|
4,611
|
|
|||
Common stock repurchases
|
|
(138,275
|
)
|
|
(40,791
|
)
|
|
(20,520
|
)
|
|||
Dividends paid
|
|
(32,206
|
)
|
|
(29,551
|
)
|
|
(27,435
|
)
|
|||
Withholding taxes paid on stock issuances
|
|
(5,395
|
)
|
|
(5,380
|
)
|
|
(4,885
|
)
|
|||
Other
|
|
(11,678
|
)
|
|
(21,090
|
)
|
|
4,771
|
|
|||
Net cash provided (used) by financing activities
|
|
215,564
|
|
|
(63,751
|
)
|
|
(53,312
|
)
|
|||
Effect of exchange rate changes on cash flows
|
|
(4,148
|
)
|
|
6,714
|
|
|
(2,303
|
)
|
|||
(Decrease) increase in cash and cash equivalents
|
|
(44,571
|
)
|
|
78,843
|
|
|
(17,479
|
)
|
|||
Cash and cash equivalents at beginning of year
|
|
145,290
|
|
|
66,447
|
|
|
83,926
|
|
|||
Cash and cash equivalents at end of year
|
|
$
|
100,719
|
|
|
$
|
145,290
|
|
|
$
|
66,447
|
|
|
|
Common
Stock
(Number of
Shares)
|
|
Common
Stock
(Amount)
|
|
Additional
Paid-In
Capital
|
|
Treasury
Stock
(Number of
Shares)
|
|
Treasury
Stock
|
|
Retained
Earnings
|
|
Accumulated
Other
Non-Owner
Changes to
Equity
|
|
Total
Stockholders’
Equity
|
||||||||||||||
January 1, 2016
|
|
62,071
|
|
|
$
|
621
|
|
|
$
|
427,558
|
|
|
8,207
|
|
|
$
|
(226,421
|
)
|
|
$
|
1,069,247
|
|
|
$
|
(143,252
|
)
|
|
$
|
1,127,753
|
|
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
135,601
|
|
|
(57,576
|
)
|
|
78,025
|
|
|||||||||||
Dividends paid
|
|
|
|
|
|
|
|
|
|
|
|
(27,435
|
)
|
|
|
|
(27,435
|
)
|
||||||||||||
Common stock repurchases
|
|
|
|
|
|
|
|
551
|
|
|
(20,520
|
)
|
|
|
|
|
|
(20,520
|
)
|
|||||||||||
Cumulative effect of change in accounting guidance (Note 13)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
198
|
|
|
|
|
198
|
|
|||||||||
Employee stock plans
|
|
621
|
|
|
6
|
|
|
15,677
|
|
|
132
|
|
|
(4,886
|
)
|
|
(460
|
)
|
|
|
|
10,337
|
|
|||||||
December 31, 2016
|
|
62,692
|
|
|
627
|
|
|
443,235
|
|
|
8,890
|
|
|
(251,827
|
)
|
|
1,177,151
|
|
|
(200,828
|
)
|
|
1,168,358
|
|
||||||
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
59,415
|
|
|
94,429
|
|
|
153,844
|
|
|||||||||||
Dividends paid
|
|
|
|
|
|
|
|
|
|
|
|
(29,551
|
)
|
|
|
|
(29,551
|
)
|
||||||||||||
Common stock repurchases
|
|
|
|
|
|
|
|
677
|
|
|
(40,791
|
)
|
|
|
|
|
|
(40,791
|
)
|
|||||||||||
Employee stock plans
|
|
342
|
|
|
3
|
|
|
14,130
|
|
|
89
|
|
|
(5,380
|
)
|
|
(292
|
)
|
|
|
|
8,461
|
|
|||||||
December 31, 2017
|
|
63,034
|
|
|
630
|
|
|
457,365
|
|
|
9,656
|
|
|
(297,998
|
)
|
|
1,206,723
|
|
|
(106,399
|
)
|
|
1,260,321
|
|
||||||
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
166,186
|
|
|
(64,770
|
)
|
|
101,416
|
|
|||||||||||
Dividends paid
|
|
|
|
|
|
|
|
|
|
|
|
(32,206
|
)
|
|
|
|
(32,206
|
)
|
||||||||||||
Common stock repurchases
|
|
|
|
|
|
|
|
2,292
|
|
|
(138,275
|
)
|
|
|
|
|
|
(138,275
|
)
|
|||||||||||
Reclassification pursuant to accounting guidance related to U.S. Tax Reform (Note 1)
|
|
|
|
|
|
|
|
|
|
|
|
19,331
|
|
|
(19,331
|
)
|
|
—
|
|
|||||||||||
Cumulative effect of change in accounting guidance (Note 1)
|
|
|
|
|
|
|
|
|
|
|
|
4,295
|
|
|
|
|
4,295
|
|
||||||||||||
Employee stock plans
|
|
333
|
|
|
4
|
|
|
13,453
|
|
|
86
|
|
|
(5,395
|
)
|
|
(557
|
)
|
|
|
|
7,505
|
|
|||||||
December 31, 2018
|
|
63,367
|
|
|
$
|
634
|
|
|
$
|
470,818
|
|
|
12,034
|
|
|
$
|
(441,668
|
)
|
|
$
|
1,363,772
|
|
|
$
|
(190,500
|
)
|
|
$
|
1,203,056
|
|
|
Balance at December 31, 2017
|
|
Adjustments Due to ASC 606
|
|
Balance at January 1, 2018
|
||||||
Assets
|
|
|
|
|
|
||||||
Accounts receivable, less allowances
|
$
|
348,943
|
|
|
$
|
13,536
|
|
|
$
|
362,479
|
|
Inventories
|
241,962
|
|
|
(8,908
|
)
|
|
233,054
|
|
|||
Prepaid expenses and other current assets
|
32,526
|
|
|
14,579
|
|
|
47,105
|
|
|||
Deferred income taxes
|
12,161
|
|
|
(990
|
)
|
|
11,171
|
|
|||
|
|
|
|
|
|
||||||
Liabilities
|
|
|
|
|
|
||||||
Accrued liabilities
|
181,241
|
|
|
13,536
|
|
|
194,777
|
|
|||
Deferred income taxes
|
73,505
|
|
|
386
|
|
|
73,891
|
|
|||
|
|
|
|
|
|
||||||
Stockholders' equity
|
|
|
|
|
|
||||||
Retained earnings
|
1,206,723
|
|
|
4,295
|
|
|
1,211,018
|
|
|
|
Twelve Months Ended
December 31, 2018 |
||||||||||
|
|
As Reported
|
|
Balances Without Adoption of ASC 606
|
|
Effect of Change
Higher/(Lower)
|
||||||
Consolidated Statement of Income
|
|
|
|
|
|
|
||||||
Net sales
|
|
$
|
1,495,889
|
|
|
$
|
1,498,662
|
|
|
$
|
(2,773
|
)
|
Cost of sales
|
|
963,524
|
|
|
964,657
|
|
|
(1,133
|
)
|
|||
Operating income
|
|
231,764
|
|
|
233,404
|
|
|
(1,640
|
)
|
|||
Income before income taxes
|
|
207,495
|
|
|
209,135
|
|
|
(1,640
|
)
|
|||
Income taxes
|
|
41,309
|
|
|
41,699
|
|
|
(390
|
)
|
|||
Net income
|
|
166,186
|
|
|
167,436
|
|
|
(1,250
|
)
|
|
December 31, 2018
|
||||||||||
|
As Reported
|
|
Balances Without Adoption of ASC 606
|
|
Effect of Change Higher/(Lower)
|
||||||
Consolidated Balance Sheet
|
|
|
|
|
|
||||||
Assets
|
|
|
|
|
|
||||||
Accounts receivable, less allowances
|
$
|
382,253
|
|
|
$
|
366,870
|
|
|
$
|
15,383
|
|
Inventories
|
265,990
|
|
|
273,712
|
|
|
(7,722
|
)
|
|||
Prepaid expenses and other current assets
|
57,184
|
|
|
45,340
|
|
|
11,844
|
|
|||
Deferred income taxes
|
20,474
|
|
|
21,056
|
|
|
(582
|
)
|
|||
|
|
|
—
|
|
|
|
|||||
Liabilities
|
|
|
—
|
|
|
|
|||||
Accrued liabilities
|
206,782
|
|
|
191,292
|
|
|
15,490
|
|
|||
Deferred income taxes
|
106,559
|
|
|
106,163
|
|
|
396
|
|
|||
|
|
|
—
|
|
|
|
|||||
Stockholders' equity
|
|
|
—
|
|
|
|
|||||
Retained earnings
|
1,363,772
|
|
|
1,360,727
|
|
|
3,045
|
|
|||
Accumulated other changes to equity
|
(190,500
|
)
|
|
(190,161
|
)
|
|
(339
|
)
|
|
|
IGS
|
|
Gimatic
|
||||
Accounts receivable
|
|
$
|
3,300
|
|
|
$
|
11,552
|
|
Inventories
|
|
5,706
|
|
|
21,112
|
|
||
Prepaid expenses and other current assets
|
|
198
|
|
|
7,743
|
|
||
Deferred income taxes
|
|
—
|
|
|
917
|
|
||
Property, plant and equipment, net
|
|
1,557
|
|
|
7,167
|
|
||
Goodwill (Note 6)
|
|
14,098
|
|
|
271,257
|
|
||
Other intangible assets, net (Note 6)
|
|
15,300
|
|
|
158,800
|
|
||
Other assets
|
|
—
|
|
|
144
|
|
||
Total assets acquired
|
|
40,159
|
|
|
478,692
|
|
||
|
|
|
|
|
||||
Accounts payable
|
|
(927
|
)
|
|
(3,825
|
)
|
||
Accrued liabilities
|
|
(603
|
)
|
|
(14,096
|
)
|
||
Debt assumed
|
|
—
|
|
|
(5,990
|
)
|
||
Other liabilities
|
|
(678
|
)
|
|
(7,126
|
)
|
||
Deferred income taxes
|
|
(3,614
|
)
|
|
(46,574
|
)
|
||
Total liabilities assumed
|
|
(5,822
|
)
|
|
(77,611
|
)
|
||
Net assets acquired
|
|
$
|
34,337
|
|
|
$
|
401,081
|
|
|
(Unaudited Pro Forma)
|
||||||
|
2018
|
|
2017
|
||||
Net Sales
|
$
|
1,555,481
|
|
|
$
|
1,501,515
|
|
Net Income
|
171,422
|
|
|
44,029
|
|
||
Per common share:
|
|
|
|
||||
Basic:
|
|
|
|
||||
Net Income
|
$
|
3.28
|
|
|
$
|
0.81
|
|
Diluted:
|
|
|
|
||||
Net Income
|
$
|
3.24
|
|
|
$
|
0.81
|
|
|
2018
|
||||||||||
|
Industrial
|
|
Aerospace
|
|
Total Company
|
||||||
Product and Services
|
|
|
|
|
|
||||||
Engineered Components Products
|
$
|
285,929
|
|
|
$
|
—
|
|
|
$
|
285,929
|
|
Molding Solutions Products
|
503,793
|
|
|
—
|
|
|
503,793
|
|
|||
Force & Motion Control Products
|
196,212
|
|
|
—
|
|
|
196,212
|
|
|||
Automation Products
|
8,793
|
|
|
—
|
|
|
8,793
|
|
|||
Aerospace Original Equipment Manufacturer Products
|
—
|
|
|
336,987
|
|
|
336,987
|
|
|||
Aerospace Aftermarket Product and Services
|
—
|
|
|
164,175
|
|
|
164,175
|
|
|||
|
$
|
994,727
|
|
|
$
|
501,162
|
|
|
$
|
1,495,889
|
|
|
|
|
|
|
|
||||||
Geographic Regions
(A)
|
|
|
|
|
|
||||||
Americas
|
$
|
394,361
|
|
|
$
|
358,183
|
|
|
$
|
752,544
|
|
Europe
|
368,159
|
|
|
94,561
|
|
|
462,720
|
|
|||
Asia
|
228,663
|
|
|
44,298
|
|
|
272,961
|
|
|||
Other
|
3,544
|
|
|
4,120
|
|
|
7,664
|
|
|||
|
$
|
994,727
|
|
|
$
|
501,162
|
|
|
$
|
1,495,889
|
|
|
|
|
|
|
|
||||||
End Markets
|
|
|
|
|
|
||||||
Aerospace OEM
|
$
|
10,191
|
|
|
$
|
336,987
|
|
|
$
|
347,178
|
|
Aerospace Aftermarket
|
—
|
|
|
164,175
|
|
|
164,175
|
|
|||
Medical, Personal Care & Packaging
|
220,269
|
|
|
—
|
|
|
220,269
|
|
|||
Tool and Die
|
115,635
|
|
|
—
|
|
|
115,635
|
|
|||
General Industrial
|
244,007
|
|
|
—
|
|
|
244,007
|
|
|||
Auto Molding Solutions
|
208,767
|
|
|
—
|
|
|
208,767
|
|
|||
Auto Production
|
187,065
|
|
|
—
|
|
|
187,065
|
|
|||
Automation
|
8,793
|
|
|
—
|
|
|
8,793
|
|
|||
|
$
|
994,727
|
|
|
$
|
501,162
|
|
|
$
|
1,495,889
|
|
|
December 31, 2018
|
|
January 1, 2018
|
|
$ Change
|
|
% Change
|
|||||||
Unbilled receivables (contract assets)
|
$
|
11,844
|
|
|
$
|
14,579
|
|
|
$
|
(2,735
|
)
|
|
(19
|
)%
|
Contract liabilities
|
(57,522
|
)
|
|
(54,007
|
)
|
|
(3,515
|
)
|
|
7
|
%
|
|||
Net contract liabilities
|
$
|
(45,678
|
)
|
|
$
|
(39,428
|
)
|
|
$
|
(6,250
|
)
|
|
16
|
%
|
|
December 31, 2018
|
||
Tooling
|
$
|
6,155
|
|
Design costs
|
2,285
|
|
|
Other
|
5
|
|
|
|
$
|
8,445
|
|
|
|
2018
|
|
2017
|
||||
Finished goods
|
|
$
|
87,779
|
|
|
$
|
79,649
|
|
Work-in-process
|
|
98,426
|
|
|
97,276
|
|
||
Raw materials and supplies
|
|
79,785
|
|
|
65,037
|
|
||
|
|
$
|
265,990
|
|
|
$
|
241,962
|
|
|
|
2018
|
|
2017
|
||||
Land
|
|
$
|
23,239
|
|
|
$
|
21,723
|
|
Buildings
|
|
183,544
|
|
|
182,226
|
|
||
Machinery and equipment
|
|
646,714
|
|
|
631,392
|
|
||
|
|
853,497
|
|
|
835,341
|
|
||
Less accumulated depreciation
|
|
(482,966
|
)
|
|
(476,043
|
)
|
||
|
|
$
|
370,531
|
|
|
$
|
359,298
|
|
|
Industrial
|
|
Aerospace
|
|
Total
Company
|
||||||
January 1, 2017
|
$
|
602,650
|
|
|
$
|
30,786
|
|
|
$
|
633,436
|
|
Acquisition-related
|
3,330
|
|
|
—
|
|
|
3,330
|
|
|||
Foreign currency translation
|
53,457
|
|
|
—
|
|
|
53,457
|
|
|||
December 31, 2017
|
659,437
|
|
|
30,786
|
|
|
690,223
|
|
|||
Acquisition-related
|
285,355
|
|
|
—
|
|
|
285,355
|
|
|||
Foreign currency translation
|
(20,054
|
)
|
|
—
|
|
|
(20,054
|
)
|
|||
December 31, 2018
|
$
|
924,738
|
|
|
$
|
30,786
|
|
|
$
|
955,524
|
|
|
|
|
|
2018
|
|
2017
|
||||||||||||
|
|
Range of
Life-Years
|
|
Gross
Amount
|
|
Accumulated
Amortization
|
|
Gross
Amount
|
|
Accumulated
Amortization
|
||||||||
Amortized intangible assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Revenue Sharing Programs
|
|
Up to 30
|
|
$
|
299,500
|
|
|
$
|
(121,957
|
)
|
|
$
|
293,700
|
|
|
$
|
(108,075
|
)
|
Component Repair Programs
|
|
Up to 30
|
|
111,839
|
|
|
(21,895
|
)
|
|
111,839
|
|
|
(16,508
|
)
|
||||
Customer relationships
|
|
10-16
|
|
338,366
|
|
|
(79,439
|
)
|
|
215,966
|
|
|
(65,385
|
)
|
||||
Patents and technology
|
|
4-14
|
|
125,852
|
|
|
(59,205
|
)
|
|
87,052
|
|
|
(48,083
|
)
|
||||
Trademarks/trade names
|
|
10-30
|
|
11,950
|
|
|
(10,731
|
)
|
|
11,950
|
|
|
(10,349
|
)
|
||||
Other
|
|
Up to 15
|
|
7,296
|
|
|
(3,551
|
)
|
|
7,296
|
|
|
(3,159
|
)
|
||||
|
|
|
|
894,803
|
|
|
(296,778
|
)
|
|
727,803
|
|
|
(251,559
|
)
|
||||
Unamortized intangible asset:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Trade names
|
|
|
|
55,670
|
|
|
—
|
|
|
42,770
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation
|
|
|
|
(17,157
|
)
|
|
—
|
|
|
(11,972
|
)
|
|
—
|
|
||||
Other intangible assets
|
|
|
|
$
|
933,316
|
|
|
$
|
(296,778
|
)
|
|
$
|
758,601
|
|
|
$
|
(251,559
|
)
|
|
|
2018
|
|
2017
|
||||
Payroll and other compensation
|
|
$
|
46,850
|
|
|
$
|
53,857
|
|
Contract liabilities
|
|
57,522
|
|
|
44,600
|
|
||
Pension and other postretirement benefits
|
|
8,618
|
|
|
8,294
|
|
||
Accrued income taxes
|
|
30,391
|
|
|
26,340
|
|
||
Other
|
|
63,401
|
|
|
48,150
|
|
||
|
|
$
|
206,782
|
|
|
$
|
181,241
|
|
|
|
2018
|
|
2017
|
||||||||||||
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
Revolving credit agreement
|
|
$
|
831,016
|
|
|
$
|
828,800
|
|
|
$
|
421,500
|
|
|
$
|
424,818
|
|
3.97% Senior Notes
|
|
100,000
|
|
|
100,185
|
|
|
100,000
|
|
|
101,348
|
|
||||
Borrowings under lines of credit and overdrafts
|
|
2,137
|
|
|
2,137
|
|
|
5,669
|
|
|
5,669
|
|
||||
Capital leases
|
|
10,216
|
|
|
10,503
|
|
|
4,541
|
|
|
4,964
|
|
||||
Other foreign bank borrowings
|
|
647
|
|
|
651
|
|
|
886
|
|
|
897
|
|
||||
|
|
944,016
|
|
|
942,276
|
|
|
532,596
|
|
|
537,696
|
|
||||
Less current maturities
|
|
(7,659
|
)
|
|
|
|
(6,999
|
)
|
|
|
||||||
Long-term debt
|
|
$
|
936,357
|
|
|
|
|
$
|
525,597
|
|
|
|
|
|
2018
|
|
2017
|
||||||||||||
|
|
Asset
Derivatives
|
|
Liability
Derivatives
|
|
Asset
Derivatives
|
|
Liability
Derivatives
|
||||||||
Derivatives designated as hedging
instruments:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts
|
|
$
|
1,412
|
|
|
$
|
—
|
|
|
$
|
654
|
|
|
$
|
—
|
|
Foreign exchange contracts
|
|
—
|
|
|
(258
|
)
|
|
—
|
|
|
(379
|
)
|
||||
|
|
1,412
|
|
|
(258
|
)
|
|
654
|
|
|
(379
|
)
|
||||
Derivatives not designated as
hedging instruments:
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
|
1,105
|
|
|
(90
|
)
|
|
58
|
|
|
(29
|
)
|
||||
Total derivatives
|
|
$
|
2,517
|
|
|
$
|
(348
|
)
|
|
$
|
712
|
|
|
$
|
(408
|
)
|
|
|
2018
|
|
2017
|
||||
Cash flow hedges:
|
|
|
|
|
||||
Interest rate contracts
|
|
$
|
578
|
|
|
$
|
460
|
|
Foreign exchange contracts
|
|
95
|
|
|
(161
|
)
|
||
|
|
$
|
673
|
|
|
$
|
299
|
|
|
|
2018
|
|
2017
|
||||
Foreign exchange contracts
|
|
$
|
(12,162
|
)
|
|
$
|
(16,813
|
)
|
|
Level 1
|
Unadjusted quoted prices in active markets for identical assets or liabilities.
|
|
Level 2
|
Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability.
|
|
Level 3
|
Unobservable inputs for the asset or liability.
|
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
|
|
Total
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
||||||||
Asset derivatives
|
|
$
|
2,517
|
|
|
$
|
—
|
|
|
$
|
2,517
|
|
|
$
|
—
|
|
Liability derivatives
|
|
(348
|
)
|
|
—
|
|
|
(348
|
)
|
|
—
|
|
||||
Bank acceptances
|
|
17,698
|
|
|
—
|
|
|
17,698
|
|
|
—
|
|
||||
Rabbi trust assets
|
|
2,457
|
|
|
2,457
|
|
|
—
|
|
|
—
|
|
||||
|
|
$
|
22,324
|
|
|
$
|
2,457
|
|
|
$
|
19,867
|
|
|
$
|
—
|
|
December 31, 2017
|
|
|
|
|
|
|
|
|
||||||||
Asset derivatives
|
|
$
|
712
|
|
|
$
|
—
|
|
|
$
|
712
|
|
|
$
|
—
|
|
Liability derivatives
|
|
(408
|
)
|
|
—
|
|
|
(408
|
)
|
|
—
|
|
||||
Bank acceptances
|
|
16,092
|
|
|
—
|
|
|
16,092
|
|
|
—
|
|
||||
Rabbi trust assets
|
|
2,554
|
|
|
2,554
|
|
|
—
|
|
|
—
|
|
||||
|
|
$
|
18,950
|
|
|
$
|
2,554
|
|
|
$
|
16,396
|
|
|
$
|
—
|
|
|
|
2018
|
|
2017
|
||||||||||||||||||||
|
|
U.S.
|
|
Non-U.S.
|
|
Total
|
|
U.S.
|
|
Non-U.S.
|
|
Total
|
||||||||||||
Benefit obligation, January 1
|
|
$
|
415,369
|
|
|
$
|
82,741
|
|
|
$
|
498,110
|
|
|
$
|
389,613
|
|
|
$
|
104,339
|
|
|
$
|
493,952
|
|
Service cost
|
|
4,290
|
|
|
1,671
|
|
|
5,961
|
|
|
3,931
|
|
|
2,124
|
|
|
6,055
|
|
||||||
Interest cost
|
|
15,875
|
|
|
1,508
|
|
|
17,383
|
|
|
17,151
|
|
|
1,668
|
|
|
18,819
|
|
||||||
Amendments
|
|
—
|
|
|
826
|
|
|
826
|
|
|
1,233
|
|
|
27
|
|
|
1,260
|
|
||||||
Actuarial (gain) loss
|
|
(22,193
|
)
|
|
(2,256
|
)
|
|
(24,449
|
)
|
|
28,350
|
|
|
(4,397
|
)
|
|
23,953
|
|
||||||
Benefits paid
|
|
(25,007
|
)
|
|
(6,607
|
)
|
|
(31,614
|
)
|
|
(24,909
|
)
|
|
(4,240
|
)
|
|
(29,149
|
)
|
||||||
Transfers in
|
|
—
|
|
|
3,462
|
|
|
3,462
|
|
|
—
|
|
|
2,743
|
|
|
2,743
|
|
||||||
Plan curtailments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,030
|
)
|
|
(7,030
|
)
|
||||||
Plan settlements
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,074
|
)
|
|
(21,074
|
)
|
||||||
Participant contributions
|
|
—
|
|
|
1,120
|
|
|
1,120
|
|
|
—
|
|
|
1,355
|
|
|
1,355
|
|
||||||
Foreign exchange rate changes
|
|
—
|
|
|
(3,158
|
)
|
|
(3,158
|
)
|
|
—
|
|
|
7,226
|
|
|
7,226
|
|
||||||
Benefit obligation, December 31
|
|
388,334
|
|
|
79,307
|
|
|
467,641
|
|
|
415,369
|
|
|
82,741
|
|
|
498,110
|
|
||||||
Fair value of plan assets, January 1
|
|
375,378
|
|
|
79,060
|
|
|
454,438
|
|
|
331,260
|
|
|
85,652
|
|
|
416,912
|
|
||||||
Actual return on plan assets
|
|
(30,681
|
)
|
|
(1,928
|
)
|
|
(32,609
|
)
|
|
56,131
|
|
|
6,150
|
|
|
62,281
|
|
||||||
Company contributions
|
|
2,925
|
|
|
1,807
|
|
|
4,732
|
|
|
12,896
|
|
|
2,027
|
|
|
14,923
|
|
||||||
Participant contributions
|
|
—
|
|
|
1,120
|
|
|
1,120
|
|
|
—
|
|
|
1,355
|
|
|
1,355
|
|
||||||
Benefits paid
|
|
(25,007
|
)
|
|
(6,607
|
)
|
|
(31,614
|
)
|
|
(24,909
|
)
|
|
(4,240
|
)
|
|
(29,149
|
)
|
||||||
Plan settlements
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,857
|
)
|
|
(20,857
|
)
|
||||||
Transfers in
|
|
—
|
|
|
3,462
|
|
|
3,462
|
|
|
—
|
|
|
2,743
|
|
|
2,743
|
|
||||||
Foreign exchange rate changes
|
|
—
|
|
|
(3,307
|
)
|
|
(3,307
|
)
|
|
—
|
|
|
6,230
|
|
|
6,230
|
|
||||||
Fair value of plan assets, December 31
|
|
322,615
|
|
|
73,607
|
|
|
396,222
|
|
|
375,378
|
|
|
79,060
|
|
|
454,438
|
|
||||||
Underfunded status, December 31
|
|
$
|
(65,719
|
)
|
|
$
|
(5,700
|
)
|
|
$
|
(71,419
|
)
|
|
$
|
(39,991
|
)
|
|
$
|
(3,681
|
)
|
|
$
|
(43,672
|
)
|
|
|
2018
|
|
2017
|
||||||||||||||||||||
|
|
U.S.
|
|
Non-U.S.
|
|
Total
|
|
U.S.
|
|
Non-U.S.
|
|
Total
|
||||||||||||
Projected benefit obligation
|
|
$
|
388,334
|
|
|
$
|
42,000
|
|
|
$
|
430,334
|
|
|
$
|
311,320
|
|
|
$
|
40,931
|
|
|
$
|
352,251
|
|
Fair value of plan assets
|
|
322,615
|
|
|
28,595
|
|
|
351,210
|
|
|
267,087
|
|
|
26,205
|
|
|
293,292
|
|
|
|
2018
|
|
2017
|
||||||||||||||||||||
|
|
U.S.
|
|
Non-U.S.
|
|
Total
|
|
U.S.
|
|
Non-U.S.
|
|
Total
|
||||||||||||
Projected benefit obligation
|
|
$
|
388,334
|
|
|
$
|
42,000
|
|
|
$
|
430,334
|
|
|
$
|
40,572
|
|
|
$
|
40,931
|
|
|
$
|
81,503
|
|
Accumulated benefit obligation
|
|
378,285
|
|
|
41,946
|
|
|
420,231
|
|
|
40,090
|
|
|
40,877
|
|
|
80,967
|
|
||||||
Fair value of plan assets
|
|
322,615
|
|
|
28,595
|
|
|
351,210
|
|
|
4,797
|
|
|
26,205
|
|
|
31,002
|
|
|
|
2018
|
|
2017
|
||||||||||||||||||||
|
|
U.S.
|
|
Non-U.S.
|
|
Total
|
|
U.S.
|
|
Non-U.S.
|
|
Total
|
||||||||||||
Other assets
|
|
$
|
—
|
|
|
$
|
7,705
|
|
|
$
|
7,705
|
|
|
$
|
4,242
|
|
|
$
|
11,045
|
|
|
$
|
15,287
|
|
Accrued liabilities
|
|
2,826
|
|
|
378
|
|
|
3,204
|
|
|
2,823
|
|
|
407
|
|
|
3,230
|
|
||||||
Accrued retirement benefits
|
|
62,893
|
|
|
13,027
|
|
|
75,920
|
|
|
41,410
|
|
|
14,319
|
|
|
55,729
|
|
||||||
Accumulated other non-owner changes to equity, net
|
|
(121,927
|
)
|
|
(14,047
|
)
|
|
(135,974
|
)
|
|
(84,990
|
)
|
|
(13,016
|
)
|
|
(98,006
|
)
|
|
|
2018
|
|
2017
|
||||||||||||||||||||
|
|
U.S.
|
|
Non-U.S.
|
|
Total
|
|
U.S.
|
|
Non-U.S.
|
|
Total
|
||||||||||||
Net actuarial loss
|
|
$
|
(119,601
|
)
|
|
$
|
(13,637
|
)
|
|
$
|
(133,238
|
)
|
|
$
|
(82,736
|
)
|
|
$
|
(13,237
|
)
|
|
$
|
(95,973
|
)
|
Prior service costs
|
|
(2,326
|
)
|
|
(410
|
)
|
|
(2,736
|
)
|
|
(2,254
|
)
|
|
221
|
|
|
(2,033
|
)
|
||||||
|
|
$
|
(121,927
|
)
|
|
$
|
(14,047
|
)
|
|
$
|
(135,974
|
)
|
|
$
|
(84,990
|
)
|
|
$
|
(13,016
|
)
|
|
$
|
(98,006
|
)
|
|
|
2018
|
|
2017
|
||||
Benefit obligation, January 1
|
|
$
|
37,570
|
|
|
$
|
36,853
|
|
Service cost
|
|
85
|
|
|
83
|
|
||
Interest cost
|
|
1,358
|
|
|
1,561
|
|
||
Actuarial (gain) loss
|
|
(3,791
|
)
|
|
3,806
|
|
||
Benefits paid
|
|
(3,435
|
)
|
|
(7,251
|
)
|
||
Participant contributions
|
|
1,280
|
|
|
2,209
|
|
||
Foreign exchange rate changes
|
|
9
|
|
|
309
|
|
||
Benefit obligation, December 31
|
|
33,076
|
|
|
37,570
|
|
||
Fair value of plan assets, January 1
|
|
—
|
|
|
—
|
|
||
Company contributions
|
|
2,155
|
|
|
5,042
|
|
||
Participant contributions
|
|
1,280
|
|
|
2,209
|
|
||
Benefits paid
|
|
(3,435
|
)
|
|
(7,251
|
)
|
||
Fair value of plan assets, December 31
|
|
—
|
|
|
—
|
|
||
Underfunded status, December 31
|
|
$
|
33,076
|
|
|
$
|
37,570
|
|
|
|
2018
|
|
2017
|
||||
Accrued liabilities
|
|
$
|
5,414
|
|
|
$
|
5,064
|
|
Accrued retirement benefits
|
|
27,662
|
|
|
32,506
|
|
||
Accumulated other non-owner changes to equity, net
|
|
(2,716
|
)
|
|
(5,838
|
)
|
|
|
2018
|
|
2017
|
||||
Net actuarial loss
|
|
$
|
(2,618
|
)
|
|
$
|
(5,746
|
)
|
Prior service loss
|
|
(98
|
)
|
|
(92
|
)
|
||
|
|
$
|
(2,716
|
)
|
|
$
|
(5,838
|
)
|
|
|
Pension
|
|
Other
Postretirement
Benefits
|
||||
Prior service cost
|
|
$
|
(669
|
)
|
|
$
|
—
|
|
Net (loss) gain
|
|
(29,108
|
)
|
|
3,800
|
|
||
Amortization of prior service costs
|
|
423
|
|
|
15
|
|
||
Amortization of actuarial loss
|
|
8,878
|
|
|
428
|
|
||
Foreign exchange rate changes
|
|
821
|
|
|
(14
|
)
|
||
Amounts reclassified from accumulated other comprehensive income to retained earnings
(A)
|
|
(18,313
|
)
|
|
(1,107
|
)
|
||
|
|
$
|
(37,968
|
)
|
|
$
|
3,122
|
|
|
|
2018
|
|
2017
|
||
U.S. plans:
|
|
|
|
|
||
Discount rate
|
|
4.40
|
%
|
|
3.90
|
%
|
Increase in compensation
|
|
2.56
|
%
|
|
2.56
|
%
|
Non-U.S. plans:
|
|
|
|
|
||
Discount rate
|
|
2.07
|
%
|
|
1.90
|
%
|
Increase in compensation
|
|
2.72
|
%
|
|
2.17
|
%
|
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
Asset Category
|
|
Total
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
||||||||
Cash and short-term investments
|
|
$
|
3,750
|
|
|
$
|
3,750
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. large-cap
|
|
36,821
|
|
|
—
|
|
|
36,821
|
|
|
—
|
|
||||
U.S. mid-cap
|
|
13,337
|
|
|
13,337
|
|
|
—
|
|
|
—
|
|
||||
U.S. small-cap
|
|
13,244
|
|
|
13,244
|
|
|
—
|
|
|
—
|
|
||||
International equities
|
|
123,084
|
|
|
—
|
|
|
123,084
|
|
|
—
|
|
||||
Global equity
|
|
43,337
|
|
|
43,337
|
|
|
—
|
|
|
—
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. bond funds
|
|
117,249
|
|
|
—
|
|
|
117,249
|
|
|
—
|
|
||||
International bonds
|
|
42,920
|
|
|
—
|
|
|
42,920
|
|
|
—
|
|
||||
Other
|
|
2,480
|
|
|
—
|
|
|
—
|
|
|
2,480
|
|
||||
|
|
$
|
396,222
|
|
|
$
|
73,668
|
|
|
$
|
320,074
|
|
|
$
|
2,480
|
|
December 31, 2017
|
|
|
|
|
|
|
|
|
||||||||
Cash and short-term investments
|
|
10,731
|
|
|
10,731
|
|
|
—
|
|
|
—
|
|
||||
Equity securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. large-cap
|
|
46,786
|
|
|
—
|
|
|
46,786
|
|
|
—
|
|
||||
U.S. mid-cap
|
|
15,576
|
|
|
15,576
|
|
|
—
|
|
|
—
|
|
||||
U.S. small-cap
|
|
16,157
|
|
|
16,157
|
|
|
—
|
|
|
—
|
|
||||
International equities
|
|
159,803
|
|
|
—
|
|
|
159,803
|
|
|
—
|
|
||||
Global equity
|
|
51,945
|
|
|
51,945
|
|
|
—
|
|
|
—
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. bond funds
|
|
109,033
|
|
|
—
|
|
|
109,033
|
|
|
—
|
|
||||
International bonds
|
|
41,742
|
|
|
—
|
|
|
41,742
|
|
|
—
|
|
||||
Other
|
|
2,665
|
|
|
—
|
|
|
—
|
|
|
2,665
|
|
||||
|
|
$
|
454,438
|
|
|
$
|
94,409
|
|
|
$
|
357,364
|
|
|
$
|
2,665
|
|
|
|
Pensions
|
|
Other
Postretirement
Benefits
|
||||
2019
|
|
$
|
29,550
|
|
|
$
|
3,515
|
|
2020
|
|
29,414
|
|
|
3,332
|
|
||
2021
|
|
29,573
|
|
|
3,065
|
|
||
2022
|
|
29,224
|
|
|
2,892
|
|
||
2023
|
|
29,042
|
|
|
2,688
|
|
||
Years 2024-2028
|
|
144,754
|
|
|
11,093
|
|
||
Total
|
|
$
|
291,557
|
|
|
$
|
26,585
|
|
|
|
Pensions
|
|
Other
Postretirement Benefits
|
||||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
Service cost
|
|
$
|
5,961
|
|
|
$
|
6,055
|
|
|
$
|
5,395
|
|
|
$
|
85
|
|
|
$
|
83
|
|
|
$
|
122
|
|
Interest cost
|
|
17,383
|
|
|
18,819
|
|
|
19,494
|
|
|
1,358
|
|
|
1,561
|
|
|
1,766
|
|
||||||
Expected return on plan assets
|
|
(29,900
|
)
|
|
(28,082
|
)
|
|
(30,302
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service cost (credit)
|
|
560
|
|
|
446
|
|
|
210
|
|
|
20
|
|
|
(68
|
)
|
|
(373
|
)
|
||||||
Recognized losses
|
|
11,628
|
|
|
10,557
|
|
|
10,791
|
|
|
561
|
|
|
276
|
|
|
535
|
|
||||||
Curtailment gain
|
|
—
|
|
|
(7,217
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Settlement gain
|
|
—
|
|
|
(119
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit cost
|
|
$
|
5,632
|
|
|
$
|
459
|
|
|
$
|
5,588
|
|
|
$
|
2,024
|
|
|
$
|
1,852
|
|
|
$
|
2,050
|
|
|
|
2018
|
|
2017
|
|
2016
|
|||
U.S. plans:
|
|
|
|
|
|
|
|||
Discount rate
|
|
3.90
|
%
|
|
4.50
|
%
|
|
4.65
|
%
|
Long-term rate of return
|
|
7.75
|
%
|
|
7.75
|
%
|
|
8.25
|
%
|
Increase in compensation
|
|
2.56
|
%
|
|
2.56
|
%
|
|
3.71
|
%
|
Non-U.S. plans:
|
|
|
|
|
|
|
|||
Discount rate
|
|
1.90
|
%
|
|
1.60
|
%
|
|
2.80
|
%
|
Long-term rate of return
|
|
4.09
|
%
|
|
3.59
|
%
|
|
4.73
|
%
|
Increase in compensation
|
|
2.17
|
%
|
|
2.29
|
%
|
|
2.71
|
%
|
|
|
One Percentage
Point Increase
|
|
One Percentage
Point Decrease
|
||||
Effect on postretirement benefit obligation
|
|
$
|
215
|
|
|
$
|
(200
|
)
|
Effect on postretirement benefit cost
|
|
9
|
|
|
(8
|
)
|
|
Contributions by the Company
|
||||||||||
Pension Fund:
|
2018
|
|
2017
|
|
2016
|
||||||
Swedish Pension Plan
|
792
|
|
|
$
|
739
|
|
|
$
|
673
|
|
|
Total Contributions
|
$
|
792
|
|
|
$
|
739
|
|
|
$
|
673
|
|
|
|
Number of
Shares
|
|
Weighted-Average
Exercise
Price
|
|||
Outstanding, January 1, 2018
|
|
618,780
|
|
|
$
|
33.15
|
|
Granted
|
|
102,400
|
|
|
59.28
|
|
|
Exercised
|
|
(37,031
|
)
|
|
18.18
|
|
|
Forfeited
|
|
—
|
|
|
—
|
|
|
Outstanding, December 31, 2018
|
|
684,149
|
|
|
37.87
|
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||
Range of
Exercise
Prices
|
|
Number
of Shares
|
|
Average
Remaining
Life (Years)
|
|
Average
Exercise
Price
|
|
Number
of Shares
|
|
Average
Exercise
Price
|
||||||
$11.45 to $15.83
|
|
44,760
|
|
|
0.76
|
|
$
|
14.19
|
|
|
44,760
|
|
|
$
|
14.19
|
|
$20.69 to $26.32
|
|
73,460
|
|
|
3.39
|
|
23.73
|
|
|
73,460
|
|
|
23.73
|
|
||
$26.59 to $34.92
|
|
164,117
|
|
|
6.88
|
|
31.11
|
|
|
111,425
|
|
|
30.98
|
|
||
$36.31 to $38.93
|
|
171,247
|
|
|
5.75
|
|
36.64
|
|
|
169,900
|
|
|
36.62
|
|
||
$38.93 to $63.38
|
|
230,565
|
|
|
8.50
|
|
52.71
|
|
|
43,861
|
|
|
45.98
|
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Risk-free interest rate
|
|
2.60
|
%
|
|
1.90
|
%
|
|
1.20
|
%
|
Expected life (years)
|
|
5.3
|
|
|
5.3
|
|
|
5.3
|
|
Expected volatility
|
|
24.1
|
%
|
|
26.1
|
%
|
|
29.1
|
%
|
Expected dividend yield
|
|
1.74
|
%
|
|
1.82
|
%
|
|
1.94
|
%
|
Options Outstanding, Expected to Vest
|
|
Options Outstanding, Exercisable
|
|||||||||||||||||||||
Shares
|
|
Weighted-
Average
Exercise
Price
|
|
Aggregate
Intrinsic
Value
|
|
Weighted-
Average
Remaining
Term (Years)
|
|
Shares
|
|
Weighted-
Average
Exercise
Price
|
|
Aggregate
Intrinsic
Value
|
|
Weighted-
Average
Remaining
Term (Years)
|
|||||||||
666,162
|
|
$
|
37.87
|
|
|
$
|
11,113
|
|
|
6.37
|
|
443,406
|
|
|
$
|
31.73
|
|
|
$
|
9,707
|
|
|
5.31
|
|
|
Service Based Rights
|
|
Service and Performance Based Rights
|
|
Service and Market Based Rights
|
|||||||||||||||
|
|
Number of Units
|
|
Weighted-Average Grant Date Fair Value
|
|
Number of Units
|
|
Weighted-Average Grant Date Fair Value
|
|
Number of Units
|
|
Weighted-Average Grant Date Fair Value
|
|||||||||
Outstanding, January 1, 2018
|
|
310,524
|
|
|
$
|
36.90
|
|
|
155,894
|
|
|
$
|
37.41
|
|
|
128,392
|
|
|
$
|
58.19
|
|
Granted
|
|
128,295
|
|
|
59.06
|
|
|
46,670
|
|
|
59.28
|
|
|
23,335
|
|
|
88.98
|
|
|||
Forfeited
|
|
(15,653
|
)
|
|
46.28
|
|
|
(492
|
)
|
|
68.08
|
|
|
(408
|
)
|
|
68.10
|
|
|||
Additional Earned
|
|
—
|
|
|
—
|
|
|
15,826
|
|
|
36.28
|
|
|
30,614
|
|
|
54.53
|
|
|||
Issued
|
|
(159,185
|
)
|
|
65.85
|
|
|
(70,847
|
)
|
|
36.28
|
|
|
(57,995
|
)
|
|
54.53
|
|
|||
Outstanding, December 31, 2018
|
|
263,981
|
|
|
|
|
|
147,051
|
|
|
|
|
|
123,938
|
|
|
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Income from continuing operations before income taxes:
|
|
|
|
|
|
|
||||||
U.S.
|
|
$
|
(10,719
|
)
|
|
$
|
3,082
|
|
|
$
|
34,129
|
|
International
|
|
218,214
|
|
|
192,617
|
|
|
148,492
|
|
|||
Income from continuing operations before income taxes
|
|
$
|
207,495
|
|
|
$
|
195,699
|
|
|
$
|
182,621
|
|
Income tax provision:
|
|
|
|
|
|
|
||||||
Current:
|
|
|
|
|
|
|
||||||
U.S. – federal
|
|
$
|
3,110
|
|
|
$
|
77,799
|
|
|
$
|
7,215
|
|
U.S. – state
|
|
(623
|
)
|
|
1,762
|
|
|
755
|
|
|||
International
|
|
57,871
|
|
|
48,032
|
|
|
41,516
|
|
|||
|
|
60,358
|
|
|
127,593
|
|
|
49,486
|
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
U.S. – federal
|
|
$
|
(2,206
|
)
|
|
$
|
9,596
|
|
|
$
|
6,091
|
|
U.S. – state
|
|
(826
|
)
|
|
819
|
|
|
1,060
|
|
|||
International
|
|
(16,017
|
)
|
|
(1,724
|
)
|
|
(9,617
|
)
|
|||
|
|
(19,049
|
)
|
|
8,691
|
|
|
(2,466
|
)
|
|||
Income taxes
|
|
$
|
41,309
|
|
|
$
|
136,284
|
|
|
$
|
47,020
|
|
|
|
2018
|
|
2017
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Pension
|
|
$
|
19,025
|
|
|
$
|
13,255
|
|
Tax loss carryforwards
|
|
11,516
|
|
|
16,078
|
|
||
Inventory valuation
|
|
11,576
|
|
|
10,568
|
|
||
Other postretirement/postemployment costs
|
|
8,372
|
|
|
9,440
|
|
||
Accrued Compensation
|
|
9,384
|
|
|
5,743
|
|
||
Other
|
|
3,349
|
|
|
4,018
|
|
||
Valuation allowance
|
|
(4,366
|
)
|
|
(10,223
|
)
|
||
Total deferred tax assets
|
|
58,856
|
|
|
48,879
|
|
||
Deferred tax liabilities:
|
|
|
|
|
|
|
||
Depreciation and amortization
|
|
(122,636
|
)
|
|
(82,422
|
)
|
||
Goodwill
|
|
(9,597
|
)
|
|
(9,440
|
)
|
||
Other
|
|
(12,708
|
)
|
|
(18,361
|
)
|
||
Total deferred tax liabilities
|
|
(144,941
|
)
|
|
(110,223
|
)
|
||
Net deferred tax liabilities
|
|
$
|
(86,085
|
)
|
|
$
|
(61,344
|
)
|
|
|
2018
|
|
2017
|
||||
Non-current deferred tax assets
|
|
$
|
20,474
|
|
|
$
|
12,161
|
|
Non-current deferred tax liabilities
|
|
(106,559
|
)
|
|
(73,505
|
)
|
||
Net deferred tax liabilities
|
|
$
|
(86,085
|
)
|
|
$
|
(61,344
|
)
|
|
|
2018
|
|
2017
|
|
2016
|
|||
U.S. federal statutory income tax rate
|
|
21.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State taxes (net of federal benefit)
|
|
—
|
|
|
0.1
|
|
|
0.4
|
|
Transition Tax
|
|
(0.3
|
)
|
|
45.0
|
|
|
—
|
|
U.S. Corporate Tax Rate change
|
|
(0.4
|
)
|
|
2.1
|
|
|
—
|
|
Indefinite Reinvestment Assertion
|
|
(0.6
|
)
|
|
3.5
|
|
|
—
|
|
Foreign operations taxed at different rates
|
|
1.3
|
|
|
(11.5
|
)
|
|
(10.9
|
)
|
Foreign losses without tax benefit
|
|
1.5
|
|
|
1.5
|
|
|
0.7
|
|
Repatriation from current year foreign earnings
|
|
—
|
|
|
—
|
|
|
1.6
|
|
GILTI
|
|
1.2
|
|
|
—
|
|
|
—
|
|
Tax Holidays
|
|
(1.7
|
)
|
|
(0.8
|
)
|
|
(1.2
|
)
|
Stock awards excess tax benefit
|
|
(0.8
|
)
|
|
(1.2
|
)
|
|
(1.2
|
)
|
Swiss Legal Entity Reduction
|
|
—
|
|
|
(3.4
|
)
|
|
—
|
|
Reduction of Valuation Allowances
|
|
(2.5
|
)
|
|
—
|
|
|
—
|
|
Audit Settlements
|
|
—
|
|
|
(2.7
|
)
|
|
—
|
|
Other
|
|
1.2
|
|
|
2.0
|
|
|
1.3
|
|
Consolidated effective income tax rate
|
|
19.9
|
%
|
|
69.6
|
%
|
|
25.7
|
%
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Balance at January 1
|
|
$
|
9,209
|
|
|
$
|
13,320
|
|
|
$
|
10,634
|
|
Increase (decrease) in unrecognized tax benefits due to:
|
|
|
|
|
|
|
||||||
Tax positions taken during prior periods
|
|
649
|
|
|
1,141
|
|
|
—
|
|
|||
Tax positions taken during the current period
|
|
367
|
|
|
778
|
|
|
117
|
|
|||
Acquisition
|
|
2,516
|
|
|
—
|
|
|
2,569
|
|
|||
Settlements
|
|
—
|
|
|
(4,162
|
)
|
|
—
|
|
|||
Lapse of the applicable statute of limitations
|
|
(1,290
|
)
|
|
(1,868
|
)
|
|
—
|
|
|||
Foreign Currency Translation
|
|
143
|
|
|
—
|
|
|
—
|
|
|||
Balance at December 31
|
|
$
|
11,594
|
|
|
$
|
9,209
|
|
|
$
|
13,320
|
|
|
|
Weighted-Average Common Shares Outstanding
|
|||||||
|
|
2018
|
|
2017
|
|
2016
|
|||
Basic
|
|
52,304,190
|
|
|
54,073,407
|
|
|
54,191,013
|
|
Dilutive effect of:
|
|
|
|
|
|
|
|||
Stock options
|
|
260,240
|
|
|
258,052
|
|
|
166,986
|
|
Performance share awards
|
|
267,176
|
|
|
273,839
|
|
|
273,314
|
|
Diluted
|
|
52,831,606
|
|
|
54,605,298
|
|
|
54,631,313
|
|
Details about Accumulated Other Comprehensive Income Components
|
|
Amount Reclassified from Accumulated Other Comprehensive Income
|
|
Affected Line Item in the Consolidated Statements of Income
|
||||||
|
|
2018
|
|
2017
|
|
|
||||
Gains and losses on cash flow hedges
|
|
|
|
|
|
|
||||
Interest rate contracts
|
|
$
|
(277
|
)
|
|
$
|
(545
|
)
|
|
Interest expense
|
Foreign exchange contracts
|
|
(1,116
|
)
|
|
(242
|
)
|
|
Net sales
|
||
|
|
(1,393
|
)
|
|
(787
|
)
|
|
Total before tax
|
||
|
|
310
|
|
|
257
|
|
|
Tax benefit
|
||
|
|
(1,083
|
)
|
|
(530
|
)
|
|
Net of tax
|
||
|
|
|
|
|
|
|
||||
Pension and other postretirement benefit items
|
|
|
|
|
|
|
||||
Amortization of prior-service costs, net
|
|
$
|
(580
|
)
|
|
$
|
(378
|
)
|
|
(A)
|
Amortization of actuarial losses
|
|
(12,189
|
)
|
|
(10,833
|
)
|
|
(A)
|
||
Curtailment gain
|
|
—
|
|
|
187
|
|
|
(A)
|
||
Settlement loss
|
|
—
|
|
|
(142
|
)
|
|
(A)
|
||
|
|
(12,769
|
)
|
|
(11,166
|
)
|
|
Total before tax
|
||
|
|
3,025
|
|
|
3,782
|
|
|
Tax benefit
|
||
|
|
(9,744
|
)
|
|
(7,384
|
)
|
|
Net of tax
|
||
|
|
|
|
|
|
|
||||
Total reclassifications in the period
|
|
$
|
(10,827
|
)
|
|
$
|
(7,914
|
)
|
|
|
|
|
Industrial
|
|
Aerospace
|
|
Other
|
|
Total Company
|
||||||||
Sales
|
|
|
|
|
|
|
|
|
||||||||
2018
|
|
$
|
994.7
|
|
|
$
|
501.2
|
|
|
$
|
—
|
|
|
$
|
1,495.9
|
|
2017
|
|
973.9
|
|
|
462.6
|
|
|
—
|
|
|
1,436.5
|
|
||||
2016
|
|
824.2
|
|
|
406.5
|
|
|
—
|
|
|
1,230.8
|
|
||||
Operating profit
|
|
|
|
|
|
|
|
|
||||||||
2018
|
|
$
|
130.4
|
|
|
$
|
101.4
|
|
|
$
|
—
|
|
|
$
|
231.8
|
|
2017
|
|
122.8
|
|
|
83.6
|
|
|
—
|
|
|
206.5
|
|
||||
2016
|
|
131.8
|
|
|
62.5
|
|
|
—
|
|
|
194.3
|
|
||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
2018
|
|
$
|
1,962.4
|
|
|
$
|
692.6
|
|
|
$
|
154.0
|
|
|
$
|
2,809.0
|
|
2017
|
|
1,505.4
|
|
|
667.1
|
|
|
193.3
|
|
|
2,365.7
|
|
||||
2016
|
|
1,356.1
|
|
|
647.8
|
|
|
133.7
|
|
|
2,137.5
|
|
||||
Depreciation and amortization
|
|
|
|
|
|
|
|
|
||||||||
2018
|
|
$
|
57.6
|
|
|
$
|
35.9
|
|
|
$
|
0.8
|
|
|
$
|
94.2
|
|
2017
|
|
54.8
|
|
|
33.6
|
|
|
1.7
|
|
|
90.2
|
|
||||
2016
|
|
49.5
|
|
|
30.0
|
|
|
0.7
|
|
|
80.2
|
|
||||
Capital expenditures
|
|
|
|
|
|
|
|
|
||||||||
2018
|
|
$
|
33.4
|
|
|
$
|
23.6
|
|
|
$
|
0.3
|
|
|
$
|
57.3
|
|
2017
|
|
31.0
|
|
|
27.5
|
|
|
0.2
|
|
|
58.7
|
|
||||
2016
|
|
25.9
|
|
|
21.1
|
|
|
0.5
|
|
|
47.6
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Operating profit
|
|
$
|
231.8
|
|
|
$
|
206.5
|
|
|
$
|
194.3
|
|
Interest expense
|
|
16.8
|
|
|
14.6
|
|
|
11.9
|
|
|||
Other expense (income), net
|
|
7.4
|
|
|
(3.8
|
)
|
|
(0.2
|
)
|
|||
Income before income taxes
|
|
$
|
207.5
|
|
|
$
|
195.7
|
|
|
$
|
182.6
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Engineered Components Products
|
|
$
|
285.9
|
|
|
$
|
292.2
|
|
|
$
|
283.4
|
|
Molding Solutions Products
|
|
503.8
|
|
|
487.3
|
|
|
376.6
|
|
|||
Force & Motion Control Products
|
|
196.2
|
|
|
194.4
|
|
|
164.2
|
|
|||
Automation Products
|
|
8.8
|
|
|
—
|
|
|
—
|
|
|||
Aerospace Original Equipment Manufacturer Products
|
|
337.0
|
|
|
323.4
|
|
|
288.4
|
|
|||
Aerospace Aftermarket Products and Services
|
|
164.2
|
|
|
139.2
|
|
|
118.2
|
|
|||
Total net sales
|
|
$
|
1,495.9
|
|
|
$
|
1,436.5
|
|
|
$
|
1,230.8
|
|
|
|
Domestic
|
|
International
|
|
Other
|
|
Total
Company
|
|||||||||
Sales
|
|
|
|
|
|
|
|
|
|||||||||
2018
|
|
|
$
|
624.3
|
|
|
$
|
958.7
|
|
|
$
|
(87.1
|
)
|
|
$
|
1,495.9
|
|
2017
|
|
|
638.6
|
|
|
868.3
|
|
|
(70.4
|
)
|
|
1,436.5
|
|
||||
2016
|
|
|
562.6
|
|
|
727.4
|
|
|
(59.2
|
)
|
|
1,230.8
|
|
||||
Long-lived assets
|
|
|
|
|
|
|
|
|
|||||||||
2018
|
|
|
$
|
366.1
|
|
|
$
|
1,616.2
|
|
|
$
|
—
|
|
|
$
|
1,982.4
|
|
2017
|
|
|
366.7
|
|
|
1,218.1
|
|
|
—
|
|
|
1,584.8
|
|
||||
2016
|
|
|
368.2
|
|
|
1,135.5
|
|
|
—
|
|
|
1,503.6
|
|
/s/ P
RICEWATERHOUSE
C
OOPERS
LLP
Hartford, Connecticut
|
February 25, 2019
|
|
|
First
Quarter
(3)
|
|
Second
Quarter
(3)
|
|
Third
Quarter
(3)
|
|
Fourth
Quarter
(2)(3)
|
|
Full
Year
(2)(3)
|
||||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
366.7
|
|
|
$
|
375.3
|
|
|
$
|
369.8
|
|
|
$
|
384.1
|
|
|
$
|
1,495.9
|
|
Gross profit
(1)
|
|
129.5
|
|
|
137.7
|
|
|
132.9
|
|
|
132.2
|
|
|
532.4
|
|
|||||
Operating income
|
|
56.6
|
|
|
63.9
|
|
|
59.1
|
|
|
52.2
|
|
|
231.8
|
|
|||||
Net income
|
|
38.8
|
|
|
49.4
|
|
|
39.1
|
|
|
38.8
|
|
|
166.2
|
|
|||||
Per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
0.73
|
|
|
0.94
|
|
|
0.76
|
|
|
0.75
|
|
|
3.18
|
|
|||||
Diluted
|
|
0.72
|
|
|
0.93
|
|
|
0.75
|
|
|
0.75
|
|
|
3.15
|
|
|||||
Dividends
|
|
0.14
|
|
|
0.16
|
|
|
0.16
|
|
|
0.16
|
|
|
0.62
|
|
|||||
Market prices (high - low)
|
|
$69.41-57.93
|
|
|
$63.79-52.42
|
|
|
$72.70-58.09
|
|
|
$71.84-49.06
|
|
|
$72.70-$49.06
|
|
|||||
2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
341.8
|
|
|
$
|
364.5
|
|
|
$
|
357.2
|
|
|
$
|
373.0
|
|
|
$
|
1,436.5
|
|
Gross profit
(1)
|
|
122.3
|
|
|
122.0
|
|
|
121.8
|
|
|
126.8
|
|
|
492.7
|
|
|||||
Operating income
|
|
56.3
|
|
|
50.8
|
|
|
48.9
|
|
|
50.5
|
|
|
206.5
|
|
|||||
Net income
|
|
38.3
|
|
|
45.0
|
|
|
35.3
|
|
|
(59.2
|
)
|
|
59.4
|
|
|||||
Per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
0.71
|
|
|
0.83
|
|
|
0.65
|
|
|
(1.10
|
)
|
|
1.10
|
|
|||||
Diluted
|
|
0.70
|
|
|
0.82
|
|
|
0.65
|
|
|
(1.10
|
)
|
|
1.09
|
|
|||||
Dividends
|
|
0.13
|
|
|
0.14
|
|
|
0.14
|
|
|
0.14
|
|
|
0.55
|
|
|||||
Market prices (high - low)
|
|
$51.97-45.47
|
|
|
$60.74-49.31
|
|
|
$70.84-57.70
|
|
|
$72.87-61.06
|
|
|
$72.87-45.47
|
|
(1)
|
Sales less cost of sales.
|
(2)
|
During the fourth quarter of 2017, the Company recorded the effects of the U.S. Tax Reform, resulting in tax expense of $96.7 million, or $1.79 per basic share ($1.79 per diluted share). During the full-year 2017 period, the effects of the U.S. Tax Reform were $1.79 and $1.77 per basic and per diluted share, respectively. See Note 14 of the Consolidated Financial Statements.
|
(3)
|
During 2018, the Company adopted amended guidance relating to the presentation of pension and other postretirement benefit costs, requiring that other components of expense (other than service expense) be reported separately outside of operating income. The amended guidance was applied retrospectively for the presentation of the service cost component and the other components of net periodic benefit cost in the Consolidated Statements of Income during the 2017 Quarters. See Note 1 of the Consolidated Financial Statements.
|
|
|
|
Executive Officer
|
Position
|
Age as of
December 31, 2018
|
|
|
|
Patrick J. Dempsey
|
President and Chief Executive Officer
|
54
|
|
|
|
Michael A. Beck
|
Senior Vice President, Barnes Group Inc., and President, Barnes Aerospace
|
58
|
|
|
|
Dawn N. Edwards
|
Senior Vice President, Human Resources
|
50
|
|
|
|
Peter A. Gutermann
|
Senior Vice President, General Counsel and Secretary
|
59
|
|
|
|
Patrick Hurley
|
Senior Vice President & Chief Technology Officer
|
46
|
|
|
|
Christopher J. Stephens, Jr.
|
Senior Vice President, Finance and Chief Financial Officer & Interim President, Barnes Industrial
|
54
|
|
|
|
(a)(1)
|
|
The following Financial Statements and Supplementary Data of the Company are set forth herein under Item 8 of this Annual Report:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)(2)
|
|
See Financial Statement Schedule under Item 15(c).
|
|
|
|
(a)(3)
|
|
See Item 15(b) below.
|
|
|
|
(b)
|
|
The Exhibits required by Item 601 of Regulation S-K are filed as Exhibits to this Annual Report and indexed at pages 94 through 99 of this Annual Report, which index is incorporated herein by reference.
|
|
|
|
(c)
|
|
Financial Statement Schedule.
|
Allowances for Doubtful Accounts:
|
|
||
Balance January 1, 2016
|
$
|
4,085
|
|
Provision charged to income
|
863
|
|
|
Doubtful accounts written off
|
(910
|
)
|
|
Other adjustments
(1)
|
(46
|
)
|
|
Balance December 31, 2016
|
3,992
|
|
|
Provision charged to income
|
1,512
|
|
|
Doubtful accounts written off
|
(297
|
)
|
|
Other adjustments
(1)
|
(64
|
)
|
|
Balance December 31, 2017
|
5,143
|
|
|
Provision charged to income
|
363
|
|
|
Doubtful accounts written off
|
(416
|
)
|
|
Other adjustments
(1)
|
(80
|
)
|
|
Balance December 31, 2018
|
$
|
5,010
|
|
(1)
|
These amounts are comprised primarily of foreign currency translation and other reclassifications.
|
|
|
||
Valuation Allowance on Deferred Tax Assets:
|
|
||
Balance January 1, 2016
|
$
|
14,401
|
|
Additions charged to income tax expense
|
759
|
|
|
Reductions charged to other comprehensive income
|
(17
|
)
|
|
Reductions credited to income tax expense
(1)
|
(5,638
|
)
|
|
Changes due to foreign currency translation
|
(133
|
)
|
|
Acquisitions
(2)
|
5,585
|
|
|
Balance December 31, 2016
|
14,957
|
|
|
Additions charged to income tax expense
|
1,161
|
|
|
Reductions charged to other comprehensive income
|
(123
|
)
|
|
Reductions credited to income tax expense
(3)
|
(6,773
|
)
|
|
Changes due to foreign currency translation
|
1,001
|
|
|
Balance December 31, 2017
|
10,223
|
|
|
Additions charged to income tax expense
|
546
|
|
|
Reductions charged to other comprehensive income
|
(15
|
)
|
|
Reductions credited to income tax expense
(4)
|
(6,064
|
)
|
|
Changes due to foreign currency translation
|
(324
|
)
|
|
Balance December 31, 2018
|
$
|
4,366
|
|
(1)
|
The reductions in 2016 relate primarily to net operating losses that were fully valued. These net operating losses have subsequently expired during 2016 (lapse of applicable carry forward periods) and the corresponding valuation allowance was reduced accordingly.
|
(2)
|
The increase in 2016 reflects the valuation allowance recorded at the FOBOHA business, which was acquired in the third quarter of 2016.
|
(3)
|
The reductions in 2017 relate to the release of valuation allowances associated with net operating losses as a result of the Swiss legal entity reduction.
|
(4)
|
The reductions in 2018 relate primarily to the release of valuation allowances associated with net operating losses in certain foreign subsidiaries.
|
|
|
|
|
|
|
|
|
|
Date:
|
February 25, 2019
|
|
|
|
|
|
||
|
|
|
BARNES GROUP INC.
|
||
|
|
|
|
|
|
|
|
|
By
|
|
/S/ PATRICK J. DEMPSEY
|
|
|
|
|
|
Patrick J. Dempsey
|
|
|
|
|
|
President and Chief Executive Officer
|
|
/S/ PATRICK J. DEMPSEY
|
Patrick J. Dempsey
|
President and Chief Executive Officer
|
(Principal Executive Officer), and Director
|
|
/S/ CHRISTOPHER J. STEPHENS, JR.
|
Christopher J. Stephens, Jr.
|
Senior Vice President, Finance
|
Chief Financial Officer
|
(Principal Financial Officer)
|
|
/S/ MARIAN ACKER
|
Marian Acker
|
Vice President, Controller
|
(Principal Accounting Officer)
|
|
/S/ THOMAS O. BARNES
|
Thomas O. Barnes
|
Director
|
|
/S/ ELIJAH K. BARNES
|
Elijah K. Barnes
|
Director
|
|
/S/ GARY G. BENANAV
|
Gary G. Benanav
|
Director
|
|
/S/ RICHARD J/ HIPPLE
|
Richard J. Hipple
|
Director
|
|
/S/ THOMAS J. HOOK
|
Thomas J. Hook
|
Director
|
|
/S/ MYLLE H. MANGUM
|
Mylle H. Mangum
|
Director
|
|
/S/ HANS-PETER MÄNNER
|
Hans-Peter Männer
|
Director
|
|
/S/ HASSELL H. MCCLELLAN
|
Hassell H. McClellan
|
Director
|
|
/S/ WILLIAM J. MORGAN
|
William J. Morgan
|
Director
|
|
/S/ ANTHONY V. NICOLOSI
|
Anthony V. Nicolosi
|
Director
|
|
/S/ JOANNA L. SOHOVICH
|
Joanna L. Sohovich
|
Director
|
Exhibit No.
|
Description
|
Reference
|
|
|
|
10.3
**
|
(i) Barnes Group Inc. Management Incentive Compensation Plan, amended December 27, 2017.
|
|
|
|
|
|
Filed with this report.
|
|
|
|
|
10.4
**
|
(i) Offer Letter between the Company and Patrick Dempsey, dated February 22, 2013.
|
|
|
|
|
|
(ii) Amendment to Offer Letter to Patrick Dempsey, dated January 6, 2015.
|
|
|
|
|
|
(iii) Employee Non-Disclosure, Non-Competition, Non-Solicitation and Non-Disparagement Agreement between the Company and Patrick J. Dempsey, dated February 27, 2013.
|
|
|
|
|
10.5
**
|
(i) Amendment to Offer Letter to Christopher J. Stephens, Jr., dated June 7, 2013.
|
|
|
|
|
|
(ii) Amendment to Amended Offer Letter to Christopher J. Stephens, Jr., dated February 12, 2014.
|
|
|
|
|
10.6
**
|
Offer Letter to Scott A. Mayo, dated January 28, 2014.
|
|
|
|
|
10.7
**
|
(i) Barnes Group Inc. Retirement Benefit Equalization Plan, as amended and restated effective January 1, 2013.
|
|
|
|
|
|
(ii) First Amendment to the Barnes Group Inc. Retirement Benefit Equalization Plan dated December 12, 2014.
|
|
|
|
|
10.8
**
|
(i) Barnes Group Inc. Supplemental Senior Officer Retirement Plan, as amended and restated effective January 1, 2009.
|
|
|
|
|
|
(ii) Amendment to the Barnes Group Inc. Supplemental Senior Officer Retirement Plan dated December 30, 2009.
|
|
|
|
|
|
(iii) Second Amendment to the Barnes Group Inc. Supplemental Senior Officer Retirement Plan dated December 12, 2014.
|
|
|
|
|
10.9
**
|
(i) Amended and Restated Supplemental Executive Retirement Plan effective April 1, 2012.
|
|
|
|
|
|
(ii) Amendment 2013-1 to the Barnes Group Inc. Supplemental Executive Retirement Plan dated July 23, 2013.
|
|
|
|
|
|
|
|
|
|
|
Exhibit No.
|
Description
|
Reference
|
|
|
|
10.33
**
|
Form of Barnes Group Inc. Stock and Incentive Award Plan Performance Share Award Summary of Grant and Performance Share Award Agreement for Officers and Other Individuals as Designated by the Compensation and Management Development Committee dated as of February 9, 2016.
|
|
|
|
|
10.34
**
|
Form of Barnes Group Inc. Stock and Incentive Award Plan Performance Share Award Summary of Grant and Performance Share Award Agreement for Officers and Other Individuals as Designated by the Compensation and Management Development Committee dated as of February 8, 2018.
|
|
|
|
|
10.35
**
|
Filed with this report.
|
|
|
|
|
10.36
**
|
Performance-Linked Bonus Plan for Selected Executive Officers approved by Shareholders on May 6, 2016.
|
|
|
|
|
10.37
**
|
Offer Letter to Michael A. Beck, dated January 28, 2016.
|
|
|
|
|
10.38
**
|
Offer Letter to Peter Gutermann, dated November 29, 2017.
|
|
|
|
|
10.39
**
|
Filed with this report.
|
|
|
|
|
21
|
Filed with this report.
|
|
|
|
|
23
|
Filed with this report.
|
|
|
|
|
31.1
|
Filed with this report.
|
|
|
|
|
31.2
|
Filed with this report.
|
|
|
|
|
32
|
Furnished with this report.
|
|
|
|
|
101.INS
|
XBRL Instance Document.
|
Filed with this report.
|
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document.
|
Filed with this report.
|
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
Filed with this report.
|
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
Filed with this report.
|
|
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document.
|
Filed with this report.
|
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
Filed with this report.
|
3.1
|
"Award Period" shall mean the period of time within which Performance is measured for the purpose of determining whether an Award has been earned. Unless otherwise determined by the Committee, “Award Period” shall be a calendar year.
|
3.2
|
"Business Unit" shall mean a cost center, profit center or international subsidiary within a Segment.
|
3.3
|
"Business Unit Fund" shall mean an amount equal to the sum, in the aggregate, of the Individual Targets earned by all of the MICP participants in a Business Unit.
|
3.4
|
"CEO" shall mean the President and Chief Executive Officer of the Company.
|
3.5
|
"Company Officer" shall mean an executive officer of the Company elected by its Board of Directors.
|
3.6
|
"Fund" shall mean an amount equal to the sum, in the aggregate, of the Individual Targets earned by all of the MICP participants in a Segment.
|
3.7
|
"Segment" shall mean the Corporate Office, Barnes Industrial or Barnes Aerospace.
|
3.8
|
"Segment President" shall mean the president of Barnes Industrial or Barnes Aerospace.
|
3.9
|
"Individual Target" shall mean the percentage of salary for each individual participating in the MICP. The Committee will establish the Individual Target for each MICP participant, by position title, salary grade, or other category before or during the Award Period.
|
3.10
|
"Maximum" shall mean a Performance level at or above which the amount paid or projected to be paid for an Award Period is equal to 300% of the Fund for the corresponding Segment.
|
3.11
|
"Performance" shall mean the performance objectives established by the Committee in advance, with respect to each Segment or Business Unit, as the case may be, for an Award Period, for the purpose of determining whether, and to what extent, an Award has been earned by the Segment or Business Unit for an Award Period. Performance may be adjusted by the Committee to include or exclude extraordinary and non-recurring items or other factors.
|
3.12
|
"Target" shall mean a Performance level at which the amount paid or projected to be paid for an Award Period is equal to 100% of the Fund for the corresponding Segment.
|
3.13
|
"Threshold" shall mean a Performance level at or above which an Award is earned for an Award Period. For Threshold Performance, the amount paid or projected to be paid for an Award Period is equal to 25% of the Fund for the corresponding Segment.
|
8.1
|
After the end of the Award Period and based on the final Performance of each Segment, the CEO shall determine each participant's share of the corresponding Segment Fund, upon the recommendations of the Company Officers (except for any Company Officer who participates in the Fund). The CEO shall recommend the share of the Corporate Office Fund for each Company Officer, other than the CEO. The Committee shall approve the Award to each Company Officer other than the CEO, and determine the appropriate Award for the CEO, based in all instances on Individual Targets and the Performance level achieved.
|
8.2
|
Subject to Section 9, the Committee shall have the authority to make adjustments to the Funds and to adjust or refrain from making an Award including, without limitation, making an Award to any Company Officer in excess of his or her calculated Award and recommending to the CEO an Award in excess of the calculated Award for any participant who is not a Company Officer.
|
11.1
|
The interpretation of the MICP by the Committee and its decisions on all questions arising under the MICP shall be conclusive and binding on all participants and the CEO.
|
11.2
|
The MICP may be amended at any time, including retroactively, by the Committee.
|
11.3
|
All Awards are intended to qualify as short-term deferrals under Treasury Regulation section 1.409A-1(b)(4). The MICP shall be administered, interpreted and construed to carry out that intention, and any provision of the MICP that cannot be so administered, interpreted and construed shall to that extent be disregarded. However, the Company does not represent, warrant or guarantee that any Award will qualify as a short-term deferral, nor does the Company make any other representation, warranty or guaranty to any participant as to the tax consequences of any Award or of participation in the MICP.
|
Grantee:
|
[__________________________]
|
Grant Date:
|
February XX, 20XX
|
Number of Restricted Stock Units and Vesting Schedule:
|
[________] Restricted Stock Units. The Restricted Stock Units will vest as to 1/3 on the 18-month, 30-month and 42-month anniversaries of the Grant Date, as follows:
|
|
|
No. of Restricted Stock Units
|
Vesting Date
|
|
August XX, 20XX
|
|
August XX, 20XX
|
|
August XX, 20XX
|
|
|
|
Except as provided otherwise in the Restricted Stock Unit Agreement, the Restricted Stock Units will vest in accordance with the foregoing vesting schedule if You remain in continued employment with the Company through the applicable vesting date
|
Grantee:
|
[__________________________]
|
Grant Date:
|
February XX, 2019
|
Target Award:
|
[______] Performance Shares
|
Performance Period:
|
The 3 year period beginning on January 1, 2019 and ending on December 31, 2021
|
Performance Goals:
Vesting Schedule
|
The Performance Goals are based on the performance measures set forth on
Schedule A
.
The Performance Shares will be earned based on the performance level achieved with respect to the Performance Goals if, except as provided otherwise in the Performance Share Award Agreement, You continue employment with Company through the third anniversary of the Grant Date.
The number of Performance Shares set forth above is equal to the target number of shares of Common Stock that the Grantee will earn for 100% achievement of the Performance Goals (referred to as the “Target Award”). The actual number of shares of Common Stock that You will earn with respect to the Performance Shares may be greater or less than the Target Award, or even zero, and will be based on the performance level achieved by the Company with respect to the Performance Goals, as set forth on
Schedule A
. Performance level is measured based on the threshold, target and maximum performance levels set forth on
Schedule A
. Each performance level is calculated as a percentage of target level performance. Threshold performance level is 33% of target, target performance level is 100% of target, maximum performance level is 150% of target, maximum+ performance level is 200% of target and maximum++ performance level is 250% of target. If actual performance is between performance levels, the number of Performance Shares earned will be interpolated on a straight line basis for pro-rata achievement of the Performance Goals, rounded down to the nearest whole number. Failure to achieve the threshold performance level with respect to a Performance Goal will result in no Performance Shares being earned with respect to that Performance Goal.
|
Performance
Measure
|
Weight
|
Performance
Level
|
Performance Goals
|
Performance Shares Earned as a Percentage of Target
(% of Target)
*
|
3-Year TSR**
|
33.3334%
|
Threshold
|
Achieve 33
rd
percentile ranking within the Russell 2000
|
33%
|
Target
|
Achieve 50
th
percentile ranking within the Russell 2000
|
100%
|
||
Maximum
|
Achieve 66
th
percentile ranking within the Russell 2000
|
150%
|
||
Maximum+
|
Achieve 75
th
percentile ranking within the Russell 2000
|
200%
|
||
Maximum++
|
Achieve 85
th
percentile ranking within the Russell 2000
|
250%
|
||
3-Year ROIC***
|
33.3333%
|
Threshold
|
Achieve x.x% 3-Year ROIC
|
33%
|
Target
|
Achieve x.x% 3-Year ROIC
|
100%
|
||
Maximum
|
Achieve x.x% 3-Year ROIC
|
150%
|
||
Maximum+
|
Achieve x.x% 3-Year ROIC
|
200%
|
||
Maximum++
|
Achieve x.x% 3-Year ROIC
|
250%
|
||
3-Year EBITDA Growth****
|
33.3333%
|
Threshold
|
Achieve 33
rd
percentile ranking within the Russell 2000
|
33%
|
Target
|
Achieve 50
th
percentile ranking within the Russell 2000
|
100%
|
||
Maximum
|
Achieve 66
th
percentile ranking within the Russell 2000
|
150%
|
||
Maximum+
|
Achieve 75
th
percentile ranking within the Russell 2000
|
200%
|
||
Maximum++
|
Achieve 85
th
percentile ranking within the Russell 2000
|
250%
|
* The actual number of Performance Shares that will be earned with respect to the 3-Year TSR and 3-Year EBITDA Growth performance measures is based on the Company’s percentile ranking within the Russell 2000 Index at the end of the Performance Period. The actual number of Performance Shares that will be earned with respect to the 3-Year ROIC performance measure is based on the Company’s performance compared to pre-established goals as determined by the Committee and set forth in the chart above. Each performance measure will be evaluated on a measure by measure basis, and once performance results are determined as to each individual performance measure, those results will be aggregated and the weighting applied. When assessing each performance measure, actual performance level achievement between each performance level will be interpolated on a straight line basis rounded down to the nearest whole number; provided that if the actual performance level achieved does not meet threshold performance (i.e., less than 33%) for the applicable performance measure, then no Performance Shares will be earned for that performance measure pursuant to this Grant. Threshold level performance may be achieved for one performance measure and not another based on the Company’s actual performance during the Performance Period. The actual number of Performance Shares earned will be determined by the Committee based on the actual performance level achieved with respect to each of the applicable Performance Goals, factoring in the weighting for each performance measure. The maximum number of Performance Shares that may be earned pursuant to this Grant is capped at 250% of the Target Award.
** 3-Year TSR represents the comparison between the Opening Average Share Value and the Closing Average Share Value, plus cumulative dividends during the Performance Period. At the end of the Performance Period, the TSR for the Company and each company in the Russell 2000 Index will be calculated by dividing the Closing Average Share Value by the Opening Share Value. For purposes of this Grant, the term “Closing Average Share Value” means the average closing value of the common stock, for the 20 trading days ending on the last day of the Performance Period (i.e., the 20 trading days ending on December 31, 2021 (the “20-day period”), which will be calculated as follows: (i) determine the closing price of the common stock on each trading date during the 20-day period, (ii) average the amounts so determined for the 20-day period; the term “Opening Average Share Value” means the average of the closing price of a share of common stock for the 20 trading days preceding the start of the Performance Period (i.e., January 1, 2019).
*** 3-Year ROIC represents the ratio of the Company’s Net Income and the Company’s Total Average Invested Capital during the Performance Period. At the end of the Performance Period, the ROIC for the Company will be calculated for the Performance Period by dividing the Net Income during the Performance Period by Total Average Invested Capital during the Performance Period, and then divided by three. For purposes of this Grant, “Net Income” means the Company’s net income, adjusted for accounting changes and after-tax interest expense, and “Total Average Invested Capital” means the sum of the Company’s average total debt, stockholders equity and any non-controlling interest for the performance period computed on a four point basis. The 3-Year ROIC calculation is subject to the provisions as set forth below.
****3-Year EBITDA Growth represents Operating Income Before Depreciation and Amortization. EBITDA will be computed as EBITDA in Year 3 divided by EBITDA in the year preceding this award (i.e. 2018). The 3-Year EBITDA Growth calculation is subject to the provisions as set forth below.
3-Year ROIC and 3-Year EBITDA Growth shall be determined in accordance with generally accepted accounting principles (GAAP) and may include or exclude (or be adjusted to include or exclude) unusual or infrequently occurring items, extraordinary items, the impact of charges for restructurings or productivity initiatives, non-operating items, discontinued operations and other unusual and non-recurring items, the effects of currency fluctuations, the effects of financing activities (by way of example, without limitation, the effect on earnings per share of issuing convertible debt securities), the effects of acquisitions and acquisition expenses, the effects of divesture and divesture expenses, and the effects of tax or accounting changes. However, notwithstanding the preceding sentence, unless the Committee determines otherwise either at the time it establishes the Performance Goals for an award or prior to the payment of an award, if any of the items referenced in the preceding sentence occurs, then such item shall be automatically excluded or included in determining the extent to which the Performance Goal has been achieved, whichever will produce the higher award (subject to any exercise of “negative discretion” by the Committee).
|
Patrick J. Dempsey
|
|
T: 860.973-2121
|
President and Chief Executive Officer
|
123 MAIN STREET
|
F: 860.582-3228
|
pjdempsey@BGInc.com
|
BRISTOL, CT 06010-6307
|
BGInc.com
|
▪
|
6,399 Stock Options
, with an exercise price equal to the fair market value of Barnes Group’s stock (as defined in the 2014 Barnes Group Inc. Stock and Incentive Award Plan) on the grant date. These options will vest one-third each on the 18th, 30th, and 42nd month anniversaries of the date of grant. Stock options are a speculative financial vehicle driven solely by stock price appreciation. Fair market value stock options have no intrinsic value absent such appreciation.
|
▪
|
2,073 Time-vested Restricted Stock Units
, with each unit having the equivalent value of one share of Barnes Group stock. The restrictions will lapse one-third each on the 18th, 30th, and 42nd month anniversaries of the date of grant. You will receive dividends on these restricted stock units as such dividends are declared by the Company.
|
▪
|
3,455 Performance Share Awards
, with each unit having the equivalent value of one share of Barnes Group stock. Performance share awards are based on three equally weighted measures
|
▪
|
|
▪
|
9,386 Stock Options
with an exercise price equal to the fair market value of Barnes Group’s stock (as defined in the 2014 Barnes Group Inc. Stock and Incentive Award Plan) on the grant date. These options will vest one-third each on the 18
th
, 30
th
, and 42
nd
month anniversaries of the date of grant. Stock options are a speculative financial vehicle driven solely by stock price appreciation. Fair market value stock options have no intrinsic value absent such appreciation.
|
▪
|
3,040 Time-vested Restricted Stock Units
, with each unit having the equivalent value of one share of Barnes Group stock. The restrictions will lapse one-third each on the 18
th
, 30
th
, and 42
nd
, month anniversaries of the date of grant. You will receive dividends on these restricted stock units as such dividends are declared by the Company.
|
▪
|
5,067 Performance Share Awards
, with each unit having the equivalent value of one share of Barnes Group stock. Performance share awards are based on three equally weighted measures and vest on the basis of the performance of Barnes Group over three years. Two of the performance measures, Total Shareholder Return (TSR) and EBITDA Growth are measured on a relative basis against the Russell 2000 companies. The third measure, Return on Invested Capital (ROIC), is measured on an absolute basis against “pre-established targets” as set by the Compensation and Management Development Committee of the Board of Directors. Shares earned, if any, will be paid out upon vesting. Dividends will accrue on this performance share award and be paid in the same ratio as the underlying shares.
|
•
|
Medical and Prescription Drug Insurance (contributory on a pre-tax cost-sharing basis).
|
•
|
Dental Insurance (contributory on a pre-tax cost-sharing basis).
|
•
|
Vision Insurance (contributory).
|
•
|
Employee Stock Purchase Plan featuring a 5% discount off fair market value of Barnes Group Inc. stock, subject to statutory limits.
|
•
|
Retirement Savings 401(k) Plan with a Company matching contribution of 50% on the first 6% of your pre-tax contributions. The Plan offers a wide range of investment funds to choose from.
|
•
|
4% Retirement Contribution (Company funded based on eligible earnings) deposited annually into your Retirement Savings 401(k) Account.
|
•
|
4% Retirement Contribution to the Defined Contribution Retirement Benefit Equalization Plan (DC RBEP) for eligible compensation in excess of annual IRS limits ($275,000 for 2018), deposited annually into your Retirement Savings 401(k) Account.
|
•
|
Participation in the Company's Executive Group Term Life Insurance Plan (EGTLIP), effective on your date of employment. EGTLIP provides a death benefit equal to four times salary ($1,548,000). EGTLIP is an individual policy that you own and, as such, the policy is portable. Barnes Group Inc. pays the premium for as long as you remain with the Company.
|
•
|
Accidental Death and Dismemberment Insurance up to $100,000 (non-contributory).
|
•
|
Optional Employee Term Life Insurance of 1 to 6 times annual salary (contributory).
|
•
|
Optional Dependent Term Life Insurance of up to $250,000 for a spouse and up to $10,000 for each dependent child, as applicable (contributory).
|
•
|
Short-term Disability coverage, with a benefit of up to 26 weeks’ salary continuation (non-contributory).
|
•
|
Long-term Disability coverage with a benefit of 50% of covered earnings (non-contributory).
|
•
|
Supplemental Long-term Disability coverage available in increments of 10% and 16 2/3% (contributory and subject to plan limits).
|
•
|
Business Travel Accident Insurance.
|
•
|
Education Assistance Program.
|
▪
|
You will not, directly or indirectly, either through your own activities or those of any other person, company, entity or enterprise, hire or solicit or facilitate or arrange for the hiring or solicitation of any person who is an employee of the Company or any affiliate of the Company (“affiliate”) or any employee who has terminated his or her employment with the Company or any of its affiliates within the prior twelve (12) month period, or encourage any such employee to leave such employment, in each case during the two (2) year period following the date on which your employment ends for any reason.
|
▪
|
For the two (2) year period following the date on which your employment ends for any reason, you will not intentionally or knowingly, directly or indirectly, either through your own activities or those of any other person, firm, company, entity or enterprise, (i) interfere with the Company’s or any of its affiliates’ relationship with, or endeavor to entice away from the Company or any of its affiliates, any individual, person, firm, or other business entity who at any time during your employment with the Company, was a customer of the Company or any of its affiliates or otherwise had a material business relationship with the Company or any of its affiliates, or (ii) discourage, or attempt to discourage, any individual, person, firm, or business entity from doing business with the Company or any of its affiliates.
|
▪
|
For the eighteen (18) month period following the date on which your employment ends for any reason, you will not own, manage, operate, join, control, be employed by or with, render services to, or participate in any manner with any business which competes with the business conducted by the Company or any of its affiliates anywhere in the Restricted Area during the two (2) years immediately preceding the end of your employment with the Company where doing so will require you to provide the same or substantially similar services to such competitive business as those which you provided to the Company during your employment. “Restricted Area” means (a) the geographic territory in which you worked, represented the Company, or had business contact with the Company’s and its affiliates’ customers and/or suppliers and (b) anywhere the Company is doing business where your use or disclosure of the Company’s or its affiliates’ confidential information (whether for your own benefit or on behalf of a competitor) could materially disadvantage the Company regardless of your physical location.
|
Name
|
Jurisdiction of Incorporation
|
AS Monterrey, S. de R.L. de C.V.
|
Mexico
|
Associated Spring (Tianjin) Company, Ltd.
|
China
|
Associated Spring (UK) Ltd.
|
United Kingdom
|
Associated Spring Asia Pte. Ltd.
|
Singapore
|
Associated Spring Corporation
|
United States - Connecticut
|
Associated Spring do Brasil Ltda.
|
Brazil
|
Associated Spring Mexico, S. de R.L. de C.V.
|
Mexico
|
Associated Spring Raymond (Shanghai) Co., Ltd.
|
China
|
Associated Spring Raymond GmbH
|
Germany
|
Barnes Airmotive Malaysia SND. BHD.
|
Malaysia
|
Barnes Financing Delaware LLC
|
United States - Delaware
|
Barnes Group (Bermuda) Limited
|
Bermuda
|
Barnes Group (Delaware) LLC
|
United States - Delaware
|
Barnes Group (Germany) GmbH
|
Germany
|
Barnes Group (Scotland) Limited
|
Scotland
|
Barnes Group (Thailand) Ltd.
|
Thailand
|
Barnes Group (U.K.) 2 Limited
|
United Kingdom
|
Barnes Group (U.K.) Limited
|
United Kingdom
|
Barnes Group Acquisition GmbH
|
Germany
|
Barnes Group Canada Corp.
|
Canada
|
Barnes Group Finance Company (Bermuda) Limited
|
Bermuda
|
Barnes Group Finance Company (Delaware)
|
United States - Delaware
|
Barnes Group Holding LLC
|
United States - Delaware
|
Barnes Group Luxembourg (No. 1) S.à r.l.
|
Luxembourg
|
Barnes Group Luxembourg (No. 2) S.à r.l.
|
Luxembourg
|
Barnes Group Spain, S.R.L.
|
Spain
|
Barnes Group Suisse Industries GmbH
|
Switzerland
|
Barnes Group Switzerland GmbH
|
Switzerland
|
Barnes Industrial Group India Private Limited
|
India
|
Barnes Korea Ltd.
|
Korea
|
Barnes Molding Solutions (Jiangsu) Co., Ltd.
|
China
|
Blitz F16-34 GmbH
|
Germany
|
Curtiss Industries (U.K.) Limited
|
United Kingdom
|
Foboha (Germany) GmbH
|
Germany
|
Foboha Holding GmbH
|
Germany
|
Name
|
Jurisdiction of Incorporation
|
Synventive Acquisition UK Ltd.
|
United Kingdom
|
Synventive Acquisition Unlimited
|
United Kingdom
|
Synventive B.V.
|
Netherlands
|
Synventive Fertigungstechnik GmbH
|
Germany
|
Synventive Holding B.V.
|
Netherlands
|
Synventive Holding Limited
|
United Kingdom
|
Synventive Holding SAS
|
France
|
Synventive Molding Solutions (Suzhou) Co., Ltd.
|
China
|
Synventive Molding Solutions B.V.
|
Netherlands
|
Synventive Molding Solutions Canada, Inc.
|
Canada
|
Synventive Molding Solutions Co., Ltd.
|
Hong Kong
|
Synventive Molding Solutions GmbH
|
Germany
|
Synventive Molding Solutions JBJ Private Limited
|
India
|
Synventive Molding Solutions K.K.
|
Japan
|
Synventive Molding Solutions LDA
|
Portugal
|
Synventive Molding Solutions Limited
|
United Kingdom
|
Synventive Molding Solutions LLC
|
United States - Delaware
|
Synventive Molding Solutions LTDA.
|
Brazil
|
Synventive Molding Solutions Pte Ltd.
|
Singapore
|
Synventive Molding Solutions s.r.o.
|
Czech Republic
|
Synventive Molding Solutions SAS
|
France
|
Synventive Molding Solutions SL
|
Spain
|
Synventive Molding Solutions, Inc.
|
United States - Delaware
|
Synventive Parent Inc.
|
United States - Delaware
|
The Wallace Barnes Company
|
United States - Connecticut
|
Thermoplay Brasil Sistemas de Injecao Ltda
|
Brazil
|
Thermoplay Deutschland GmbH
|
Germany
|
Thermoplay France S.a.r.l.
|
France
|
Thermoplay Hot Runner Systems (Beijing) Co. Ltd.
|
China
|
Thermoplay India Private Limited
|
India
|
Thermoplay Portugal Unipessoal LDA
|
Portugal
|
Thermoplay S.p.A.
|
Italy
|
Thermoplay U.K. Ltd.
|
United Kingdom
|
Windsor Airmotive Asia Pte. Ltd.
|
Singapore
|
/s/ PRICEWATERHOUSECOOPERS LLP
|
Hartford, Connecticut
|
February 25, 2019
|
1.
|
I have reviewed this annual report on Form 10-K for the period ended
December 31, 2018
of Barnes Group Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/S/ PATRICK J. DEMPSEY
|
Patrick J. Dempsey
|
President and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K for the period ended
December 31, 2018
of Barnes Group Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ C
HRISTOPHER
J. S
TEPHENS,
J
R.
|
Christopher J. Stephens, Jr.
|
Chief Financial Officer
|
/S/ PATRICK J. DEMPSEY
|
|
/s/
CHRISTOPHER J. STEPHENS, JR.
|
Patrick J. Dempsey
President and Chief Executive Officer
|
|
Christopher J. Stephens, Jr.
Chief Financial Officer
|
February 25, 2019
|
|
February 25, 2019
|